Shadow Trading Places

Trading Places 

Chapter 1

The huge newspaper presses rolled constantly, the newly printed words blurring as they whirred by. The Editor of the newspaper being printed stood by the press, watching as today's edition of the New York Classic entered the pre-dawn light. As the shipment passed by, he grabbed a fresh paper off the top. On the front page was a picture of two men exchanging money. The headline read:

Kingpin's Finger in Another Pie!

One of the men in the picture was a known mobster, the other a seemingly legitimate businessman, and the right hand man of Wilson Fisk, who, largely due to the New York Classics' stories, was widely considered to be the Kingpin. His star news breaking team, ace photographer Peter Parker and perennial Pulitzer candidate Stephen Cranston, had made their name exposing his operations. As he read the opening line, a mix of a cringe and a smile crossed his face. "They've done it again."

***

"Extra, Extra! Wilson Fisk is at it again!"

A nondescript man in a black suit heard the paperboy's call and cringed. His boss wasn't going to like this. Whenever the Kingpin's name appeared in the paper, it usually spelled trouble. Well, it was his job to bring the Kingpin a selection of newspapers. So he ventured out warily to fetch the day's supplies.

Making his way back to the Crime Central Tower, where the Kingpin was waiting, he carefully took stock of the papers. New York Times. The Daily Bugle. The Wall Street Journal. The New York Classic. As he walked, he snuck a look at the New York Classic. Nope. Kingpin wasn't going to like this at all.

Pressing the button for the elevator, he shook his head. "They've done it again."

***

"THOSE DAMN LITTLE BRATS HAVE DONE IT AGAIN!" roared the Kingpin as he hurled the paper across the room.

His underlings tried to slowly move as far as safely possible away from the Kingpin and his apoplectic rage. Kingpin was angry, and started pacing around the room, wildly gesturing as he raged. "I swear, every move I make those cursed reporters know about it, and as soon as they know, the entire city knows. Well, I've had enough. We're going to shut down that pair, and we're going to do it immediately."

"Um…boss," started one of the men in the room, the Kingpin's right-hand man, and the only one that had permission to always be blunt with him, so much so that all he was known as was in fact: Right Arm. "If they show up dead, won't that look suspicious? Everyone will think it was you."

"That's why we haven't done this a long time ago." Kingpin told Right Arm. "But now it's worth it. Not only do those little worms get the scoop on everything we do, but also they make sure that the country knows when Spiderman and The Shadow humiliate our operations. How they get those scoops are obvious--they work for The Shadow. We know he has agents everywhere. Hell, check Cranston's bio photo--that huge ring on his left hand isn't a class ring, that's for sure.  The Shadow's got him and Parker in his back pocket.  Those reporters are just his way of rubbing my nose in it. Well, we'll take care of that right now." He spun and walked over to the intercom. "Send in Chameleon."

"Boss," Right Arm said again, "Chameleon is rumored to be planning a takeover of your empire. Are you sure you send him against agents of The Shadow and Spiderman?"

The only answer was a calm smile.

***

When the phone rang, a hand that was ghostly pale white turned down the television in the room and picked up the receiver. "Yes?"

"The Kingpin wants to see you ASAP." The caller hung up. The receiver stood, and made his way to the door.

***

"I want these reporters DEAD!" the Kingpin told the man.

"Just tell me who and where," answered the Chameleon.

"Stephen Cranston and Peter Parker, New York Classic," clarified the Kingpin, handing him two employee files from the Classics's offices.  "Cranston's the wordsmith.  Parker's the shutterbug."

Chameleon paid special attention to the picture of Peter.  "Yes, I'm quite familiar with him."  The tone of his voice was cold. 

"Good to hear it.  Because both of them are constantly sticking their noses into my business.  I want those noses cut off."

"To spite their faces?"  The man removed a greatly oversized belt buckle from his waist and held it up to the pictures like a camera. It was oval shaped with a large green glass oval embedded in it like a view screen. On top was two buttons. Chameleon pressed the left one. There was a clicking sound, again like a camera, and a small green flash. He repeated the process with the second photo, and replaced the buckle.

He pressed the second button.

The Chameleon flashed. His form turned into a green light and the glowing silhouette shifted and changed shape. The glow faded, and standing there was no longer the Chameleon, but Peter Parker. The whole process had taken less than a second.

"They'll be dead by lunchtime tomorrow," promised Peter Parker. Kingpin didn't know it, but it was a perfect match to Parker's voice.

"There's another phase to this operation…the toppling of the heroes."  The Kingpin smiled at someone who appeared to be his enemy. "These reporters, I believe, work for my nemeses The Shadow and Spiderman. The Shadow is an unknown. Nobody has a clue who he is, and nobody has been able to get him on film. Spiderman, however, is a public figure. I want you to make the hit as Spiderman." 

Chameleon flashed again, this time becoming Stephen Cranston. "No problem," he said, once again a flawless imitation. "But to make it look legitimate, I will have to have Spiderman's powers. Anybody with a Halloween costume can put the blame on Spiderman for something, but no one will believe it if he's standing on solid ground.  But hanging from the ceiling?  Then you might actually have something."

Kingpin was confused. "How can you have Spiderman's powers? Can you copy those too?"

Stephen Cranston grinned. "I will by this time tomorrow. I'm just making some modifications." He indicated the buckle, which had remained unchanged the whole time. "The problem is that I won't be able to copy abilities from a picture like I do appearances. I'll have to be on a line of sight with Spiderman."

Kingpin wasn't sure about this. But Chameleon was the professional; let him work the details. "You will ave to get his attention, either through Parker or Cranston. Or even The Shadow, or Spiderman himself. Do you think you can handle it?"

Cranston flashed, and this time turned into…The Godfather?  "I'll make him an offer he can't refuse," answered the classic cotton-mouthed voice.

Kingpin laughed heartily. The Godfather series were his favorite movies. "I'll deposit the usual fee in your account once we have confirmation of success."

The gunman nodded and walked out of the room. On the way he flashed once more and became…General MacArthur?  "I shall return," he called over his shoulder.

When he was gone, the Kingpin laughed again. The Chameleon was a professional, AND a showman. For once, he was looking forward to tomorrow's edition of the Classic. He wondered how Chameleon was going to lay the trap, but it didn't matter, Chameleon was an expert at this, and was certainly worth the fee. Too bad he would not survive.

"You were right," Kingpin said to Right Arm, now the only other man in the room. "Chameleon is plotting against me, and if we are right about these reporters being The Shadow's agents, then odds are that he'll have more than a couple of nosy Pulitzer chasers to contend with."

Realization flooded Right Arm's face. "You don't expect him to come back from this mission, do you?"

Kingpin laughed again. Right Arm was sharp. "The Chameleon is an expert at what he does. It's entirely possible he may yet succeed."

Right Arm grinned at the genius behind Kingpin's plan. "So if he succeeds, those reporters are dead, and if he fails, a traitor is taken out for you by your worst enemies. Either way, you win."

"That's why I'm the Kingpin," the large man said, settling back in his chair.

Chapter 2

"Who's winning?" Peter Parker gloated, already knowing the answer as he tossed his racquetball racket into the air.

"You," Stephen Cranston responded with an annoyed glare.  The two reporters were enjoying one of their rare days off, away from their lives as newshounds and superheroes.  Like the differences between their superpowers and personalities, Stephen and Peter had completely different ideas of how best to unwind from a stressful week.  Stephen loved intellectual challenges, forever trying to find new ways to exercise The Shadow's powerful psyche.  Peter, on the other hand, craved physical challenges he'd been unable to do growing up, things that even with the regular workout of Spiderman's activities he still couldn't get enough of.  So when the partners wanted to do something to burn off stress together, they compromised.  They played a lot of chess, the ancient strategy game of which Stephen was clearly a master…and a lot of racquetball, which with its high-speed moves and ever-changing angles of pursuit was clearly a game well-suited to Peter's skills.  "But it's still my serve."

"So have at it.  Come on, give me your best shot."

Stephen bounced the ball a couple of times.  "Remind me again why we do this?"

"Payback for all those chess games where you checkmate me in five moves or less.  Now come on, Sampras, serve the ball."

Stephen tossed the ball into the air and served it to the far wall.

Peter waited for it to come back, then smacked it with a good, solid forehand return.

The two men exchanged strokes for a nicely sustained rally.  Before long, the room was a blur of two stronger than average and faster than average men diving for shots and making the other one work for every swing.

Stephen snapped off an impressive backhand with wicked spin as it careened off the far wall.

Peter dove across the room and pounced on the back wall to give himself enough room to slip his racket in for a return.  "Yes--game, set, match, and you owe me dinner!"

"Hey!" Stephen said, more annoyed at the tactic than the fact that Peter's last shot got by him.  "We had a deal--no powers!"

Peter laughed.  "Oh, yeah, as if you've never 'suggested' where I should move my knight before."

"It was a bishop, not a knight, and you were stalling.  And THAT is cheating."

"You're just jealous that you can't do it."

"As if."  Stephen took a swig from his water bottle.

Peter wagged his finger accusingly at Stephen.  "You think louder than you realize, Mr. Cranston."

Stephen scoffed.  "Since when do you read minds?"

"If I had your psyche, I think I'd figure out how easily enough."

"I never said I CAN'T read minds.  I said I DON'T.  There's a difference."  He wiped his face with his workout towel and tossed Peter his own.  "Besides, you wouldn't want my psyche.  It's rather noisy at times."

"So I've noticed."  Peter toweled himself off and reached for his own water bottle…only to have it disappear from his view.  He gave Stephen a disappointed head shake.  "Good thing I know all your tricks."  He reached for where he'd last seen the bottle…

…and his fingers closed around nothing.  "What the…?"  
  


"Looking for this?"  Stephen held up Peter's water bottle.

Peter snatched it out of his hand.  "Clever little sleight-of-hand you did there.  Tossed the towel at me and slipped the bottle away while I was distracted.  That bottle I reached for was just an illusion."

Stephen smiled wickedly.  "Just figuring out another of my tricks?"

"One of these days, I'm going to know them better than you do."

"Yeah, and I'll be walking on the ceiling.  Dream on."  He handed Peter his gym bag.  "Hit the showers and figure out what you want for dinner.  I'm starved."

"Hope you brought enough cash."

The millionaire reporter laughed heartily.  "I think so."

Peter joined in his laughter, and the two friends headed for the locker room.

***

Chameleon had always wanted to play the piano.

He'd been tinkering with his duplicator for weeks now, trying to find ways to make it better…make it create more exact copies.  Kingpin's assignment had merely given him the impetus to finish it.  But, as he'd discovered in the early testing stages, there was no way to make it work remotely.  He couldn't use pictures.  Pictures didn't show abilities.  He had to be on a line of sight with the person he was trying to copy, and it had to be a clear line of sight--more than one test had failed to produce any results at all when someone or something got in the way.  And, he was discovering, it was even better when the person was actually doing something he was trying to copy.

Like the piano player creating supposedly soothing mood music in the Taste Of Spice tea room.  Chameleon had simply picked the restaurant at random as a place to try out his new device--maybe on one of the establishment's famous plate-balancing waiters or spice shaker-tossing chefs--when he had a fortuitous stroke of luck fall into his lap.  For in the main dining room this evening, among the city's nouveau riche and moderately famous, were the two reporters he'd been ordered to hunt down and destroy.  They were at a table near the center of the room, just far enough away from everything so as not to be disturbed, nor to be noticed.

But they happened to be on a reasonably straight line of sight from the piano.  And Chameleon never missed a chance to observe his targets up close.

Standing in the shadows off of the tea room's small stage, he aimed his duplicator at the piano player as he was finishing Chopin's Prelude in C Minor number 20.

The piano player struck a slightly off-key chord as the green flash activated.

***

Stephen cringed at the off chord.  "Ooh.  I hate hearing that song mangled."

Peter took another bite of his vegetable jalfrazi.  "Where have I heard that tune before?"

"Ever listen to Barry Manilow?"

"Way before my time."  Peter looked up at the piano.  "Looks like Andre needs a break."

The piano player, unnerved by his mistake, got up from the piano and headed backstage.

"He's not the only one."  Stephen took a sip of his martini and savored it for a moment.  "A night off.  I honestly cannot remember the last time we had one of these."

Peter gave Stephen a sly look.  "Thought you remembered everything."

Stephen gave him The Shadow's glare.  "I may have to hurt you."

"You'd have to catch me first…"  Then Peter froze in place.

Stephen had known his friend too long not to recognize the reaction of Peter's spider-sense going off.  "**_Where?_**" The Shadow's voice prompted.

Peter's eyes widened as he stared at the piano player, who had returned from his break to tinkle the ivories once more.  "We have to get out of here now."

Stephen started to follow his gaze.

"Don't turn around.  Don't look.  Trust me.  Just get up and get out of here NOW."  With that, Peter dropped his napkin onto the table and practically bolted for the door.

Stephen had never seen Peter so spooked.  He quickly dropped a $100 bill on the table and got up to follow his partner out the door.

The piano player sighed.  He didn't think he was that bad.  In fact, he'd always wanted to play the piano.

***

The two partners were no sooner out of the restaurant when Peter was turning the corner and heading for the back of the building.

Stephen was hot on his heels and feeling confused--and a state of confusion was not a good place for a vigilante who prided himself on his ability to control any situation.  "Where do you think you're going?"

Peter stopped walking away so fast, only to start pacing back and forth in the alley.  "We are in trouble.  Big trouble."

Stephen thought Peter was going to jump up a wall any second.  "I figured that much out.  What I don't understand is why.  What is wrong with you?  I've never seen you act this way."

Peter was still pacing, still looking like a million things were passing through his mind, every one of them trying to trigger a different aspect of the fight-or-flight response.  "I thought I'd gotten rid of him last time…man, last time he messed my life up something awful…"

"**_Peter!_**" The Shadow's voice demanded, with a hypnotic suggestion behind it to stop pacing and focus on one thread for a minute.  "**_What is wrong?_**"

"Don't do that," Peter responded, rubbing his temples.  "I can't think straight when you do that."

Stephen refused to drop the hypnotic waves.  "**_You're not thinking straight now, and if the situation is bad enough to make your spider-sense go this haywire, that's dangerous.  Tell me what is wrong._**"

Peter leaned back against the wall.  "They call him the Chameleon.  And I just saw him for the first time in…man, it's been years.  I really thought he was dead."  He laughed slightly.  "You think you're a master of disguise?  He makes you look like a journeyman costumer.  You think you can mess with people's minds?  He makes you look like a rank amateur.  Imagine if you couldn't trust anyone to be who they really were.  Imagine someone who could copy anyone's look, sound, and mannerisms--even from just a picture of them.  Imagine someone who was so determined to find out who The Shadow is that they would create copy after copy of Stephen Cranston because he's the one person who seems to know more about him than anyone else.  That's who this guy is.  That's what he does.  He's a mercenary for hire, a paid assassin, designed to hunt down his targets by getting as close to them as their own reflection in the mirror."

Stephen leaned against the wall across from his friend.  Peter was calmer, which was good, but his words were not making as much sense as Stephen would have liked.  "You've encountered him before, I take it?"

"Oh, yeah.  Way too many times."

"Who was he this time?"

"The piano player.  When Andre took his break, Chameleon took his place."

"How did you know?"

"I could say a little spider told me, but you already know that.  The real tipoff is his belt buckle.  It's a holographic projector and voice synthesizer.  That's how he duplicates people.  It's a mirage, only done with projectors and not telepathy."  Peter laughed slightly.  "I didn't know he played piano.  Guy's a real renaissance man."

"Does he know your secret?"

"No.  That much I can definitely assert.  But he knows Spiderman, and he knows Peter Parker takes pictures of him, which puts me near the top of his most requested impersonations."  He shook his head.  "The reason I didn't want you to turn around was that I didn't want him scanning you, too.  Now that I think about it, that was a pretty stupid reaction.  Your pic isn't exactly the hardest image to find in the world--it's on the Classic's web site, for pity's sake.  If he's in town doing a job for somebody, I can almost guarantee you he's probably got his feelers out looking for Spiderman to make sure I'm out of his way."

"Or you're his target."

"Yeah, there is that possibility."  Peter groaned.  "I'd trade my spider-sense for your telepathy in two heartbeats."

"Not one?"  Stephen gave a curious smile.

"I'd want one more hit off my built-in danger alarm before I started actually being able to do something to stop people from even thinking about messing with me."  Peter shook his head and laughed slightly.  "Quit tickling my brain.  This is serious."

"I know it is.  Which is why I need you to take a step back and think for a second.  Who do you think he's after?"

"You're the man with the connections.  Maybe we should sic an agent on him."

"Or follow him ourselves."

Peter shook his head.  "You've never tangled with him before."

Stephen raised an eyebrow.  "Think I'm not up to the task?"

"I wouldn't bet against you in Vegas, but this isn't Vegas and Chameleon's no blackjack dealer."

"You're thinking of going solo on this one."

Peter laughed uneasily.  "You said you don't read minds."

"I don't have to when it's written all over your face.  And while I appreciate the dedication to your agent duties, I am not letting my partner go up against a paid assassin alone.  Especially not one this dangerous."

Peter looked over at Stephen.  "This is kind of the Harry Vincent thing in reverse, isn't it?"

"Yep.  So keep that in mind, partner."

Peter nodded.  "I will."  He looked a little calmer and more resolute now.  "So what are we waiting for?  Go get us a cab.  We've got work to do."

Stephen looked toward the street.

Moe Shrevnitz's cab pulled up to the curb and stopped at the edge of the alley.

Peter smacked Stephen's shoulder.  "One of these days, you have got to teach me how to do that."

"Later.  Let's go for a nature walk right now…a hunt for the rare human-sized chameleon."

The two partners gave each other a confident smile as they strolled toward the cab.

Chapter 3

Peter was telling his story as the men changed identities in the cab.  "He uses the belt buckle like a camera. He can take a snapshot with it, all he needs is the image, and his duplicator can copy the appearance it snaps precisely. He almost got me, and Spiderman, arrested for attempted murder the first time I fought him. He was trying to hit two delegates signing a treaty. He pretended to be Peter Parker and hid a gun in his camera. Spiderman got there just in time."  He pulled on his mask.  "That got him angry.  So he tried to get me the next time we fought. Last I saw of him was his car smashing into a tree and exploding, when I had him on the run. Should have expected him to fake something like his own death.  He's a lot like you that way.  You can never trust what you see."

Stephen pulled up The Shadow's scarf over the lower half of his face.  "**_If he can still do all that, then a crowded area with private areas, like say, a restaurant, is his prime element. We have to end this now. We can't let him get away this time; we may never find him again. At the very least we have to mark him, get a bug or a tracking device on him._**" 

"We can get a bunch of agents here in less than 10 minutes, boss," reported Moe, reaching for the radio.

"No," countered Spiderman and The Shadow at once.

"The less people in there, the less faces for him to wear," explained Spiderman.

**_"We have to be sure who is the genuine article,"_** agreed The Shadow. **_"So here's how we do this. I'm going in. He won't be able to see me, and I'll clear the building out. Then, it'll just be you and me and him. You have to hang back, because he'll be expecting you around every corner. Is there ANY way to be certain who's real, and who's the Chameleon?"_**

****

"The duplicator," said Spiderman without hesitation. "He has to keep his belt buckle on his person at all times, or his hologram copy vanishes. It's big and oval shaped, looks like a small green view screen embedded in it. But he usually keeps it hidden when going for stealth."

**_"Then I'd better hurry."_**  The door opened and closed, and The Shadow was gone.

"What else did he do to you?" asked Moe. "You weren't telling everything."

"Well, maybe when he was pretending to be me, he ruined things with my girlfriend, told my Aunt May to take a hike, trashed my best friend's car, and quit my job for me. That sort of thing."

"Ouch."

"The hard part was making amends with, well, basically everyone I knew."  Spiderman would have said more, but his spider-sense had started to tingle again. He looked out the window and saw a middle-aged woman in a huge trench coat leaving the restaurant heading down the street.  "Funny," he mused. "I don't remember seeing her in there."

"Maybe you just didn't notice her."

"Look at what that woman is wearing--it's way too warm this time of year for a trench coat.  But it does hide what you're wearing."

"Like say, a belt?" said Moe, suddenly getting it.

"Stay here." Spiderman exited the far side of the cab and stayed hidden behind it.

"Don't do anything dumb!" whispered Moe out the window.

"Hey, you know me," quipped Spiderman as he silently leapt to the nearest wall.

***

The Shadow strode into the employee section of the restaurant and headed for the main dining room, where the piano player was apparently over his slump and playing happily again. 

At the end of his number, Andre stood up and turned to the diners.  "Thank you, everyone. It's been a pleasure playing for you tonight; see you same time tomorrow."

Amid the quiet applause of the room, he made his way backstage. The Shadow froze in the darkness, and followed as he passed.

The piano man entered a backstage room and closed the door behind him.

The Shadow pulled out a small radio and spun the tuner. **_"Moe? Put Spidey on."_**

****

***

Moe gulped. This was going to be hard. "Um, boss…Spiderman left the cab about three minutes ago. He thinks Chameleon left the restaurant posing as a middle-aged woman."

There was a long silence on the other end of the line.  Moe could almost hear the boss seething.  Agents were not to disobey orders, not even when they were treated as partners.  This could get ugly fast.

**_"Does he have his radio?"_** The Shadow responded in barely concealed tones of anger.

Moe could just barely reach the hidden compartment from the front seat. He slid it open.  "It's not here, boss. He must have it with him."

***

Spiderman perched in the middle of the street, about 7 stories up, a small pair of binoculars in one hand. He had been tailing the woman for 5 minutes, and still wasn't sure yet whether she was a disguise or not. She had been sticking to crowds, staying with the evening pavement commuters, heading home after a working day. There had been no telltale flash of green light, and he had always been able to follow the woman.

**_"Spidey?"_** crackled his radio.

"Uh-oh." Spiderman mumbled to himself.  Agents were to obey orders without question or contradiction, and The Shadow did not take disobedience lightly, even from a trusted partner.  "Yes?" he said timidly into his own radio, still watching the woman.

**_"Would you like to tell me what you're doing?"_** asked The Shadow calmly.

"Um…I needed some air?"

**_"And you decided the Chameleon needed some too?"_**

****

"Oh…you've spoken to Moe, then?"

**_"Yes. Did I imagine it or did you say that the piano player was the Chameleon?"_**

****

"I think he's changed faces."

**_"I'm standing outside the piano man's door. I'm going to find out who he is. Where are you?"_**

****

"You're not going to like this.  I think we're heading for Grand Central Station."

**_"O.K. Get back to you in a sec. I'm going to use the subtle approach."_**

****

***

Andre slipped his coat on. It was time to go home. He picked up his bag and headed for the door.

Just as he reached for the handle, the door blew back on its hinges, and in walked a man that looked like death made manifest. Dressed in black, and whispering a chilling laugh, he lifted the man up by his throat and held him back against the wall. The gloved hand's opened his coat and the burning eyes checked his belt. With a snarl of enraged frustration, he dropped Andre and strode out, leaving a thoroughly confused, frightened and somewhat pained piano player on the floor.

***

Moe's cab pulled up at the alleyway behind the restaurant, and The Shadow practically flew in the door. **_"Grand Central Station_**," he snapped quickly.

"You got it." The cab pulled out into the street.

**_"Spidey?"_** he said into the radio. **_"You were right. Andre isn't the Chameleon anymore. Do you still have the woman?"_**

****

"There's…uh…a slight complication!" shouted Spiderman at the other end, and the thwapp of his webshooters was audible. "I think I've definitely confirmed that the woman is the Chameleon. She saw me and bolted. She hasn't been able to change form yet, we're still in public, but she's trying to escape among the commuters.  I think she's trying to get to the express platforms. I can't get to her. Too many people in the way."

**_"I'm on the way."_**

****

Moe turned left and headed for Grand Central Station, and The Shadow peeled off his cloak, hat, guns, and scarf, and stuffed them and Peter's civilian outfit into a sports bag.  There were enough black-clad people in Manhattan that one more in all-black wouldn't stand out noticeably…unlike his partner in red-and-blue spandex.

***

Chameleon snarled beneath his protective mask. Spiderman was chasing him. Parker had warned him. The Shadow could be close by as well. Chameleon thought about getting the snapshot he needed, but to keep up the hologram, he would have to have the duplicator in a line of sight from his waist, and there were people everywhere. No, now was not the time for this. He had to escape. So he rushed in his guise to find the closest express train out of town. Maybe that would shake the spider.

***

Spiderman swung around the last corner and immediately picked up the trail of the woman. She was following a thin trail of people for the express platform. As she headed down the corridors, she shoved people aside and watched the sky for the trademark spider suit.

Spiderman decided the only thing for it was to swing ahead of her, and he did, dropping down past the stairs and landing in a crouch on the platform.

The crowd wasn't thick, but there were plenty of people. But all of them were pretty calm. They wouldn't be so relaxed if Chameleon had done a transform here. That sort of thing was shocking, and frightening.

Even in New York City.

He climbed up on the wall, to get the overhead view, and he easily found her. She was heading for a train at the platform. The train was heading express for the warehouse district. It was on the return trip, and most of the passengers were workers coming home. As a result, the train was nearly empty. He also saw something that made him feel a bit better. Stephen was also on the platform, looking around discreetly, and holding a sports bag.

Chameleon had gotten aboard the first car.  No time to be subtle.  "She's on the train!" he shouted at the station from the ceiling.

Stephen recognized the voice and didn't hesitate, he just moved and ran for the train himself. The doors closed just as he made it through.

Spiderman wasn't about to miss this party; he leaped and swung for the tunnel, and made it just as the train slid away. He managed to catch the last car with his fingers, and was pulled along with the maniac speed, until he could wrestle open the door on the back end of the car, and pull himself inside.

The silence and stillness were so sudden it was shocking, but a strong grip helped pull him to his feet.

"You O.K.?" Stephen asked him.

"Yeah," gasped Spiderman, still gulping for air. "But I'm gonna be slightly suspicious here. Spiderman taking the train?"

Stephen grinned and passed him the bag. "Your clothes are in there. Thought you may need them.  Now go on, get changed while I've convinced everyone in here to look the other way."

"Are you ever afraid you may run out of ideas someday?" quipped Spiderman, as he pulled on the clothes over his uniform.  He rolled up his costume sleeves into his shirt, shoved the webshooters further up his arms till they also were hidden, stuck his gloves and mask in his pocket and turned back to Stephen. "So, any sign of him?"

Stephen shook his head. "No. The train is almost empty, and almost all the cars are deserted. We have to assume he's changed identities now that he knows he's being followed."

"Well," Peter said, "on the plus side, this is an express train. No stops until the warehouse district."

"Then let's get moving."

Moving for the next train car, Peter and Stephen started searching for their target.

***

The train they'd ducked onto was a converted long-haul passenger train, and there were a number of semi-private sitting booths in each car.  "We'll look them over one by one," said Stephen. "Alternating booths. Most of them will be empty, but check for hiding places. I'll take the first one."

Peter entered the first booth, while Stephen entered the second. It was empty; with large luggage bins beneath, and above each seat. The compartments were large enough for a person to hide in. Four hiding places per booth, three booths per car, five cars in the train; sixty hiding places, plus the people on the train to suspect.

Stephen had just closed the fourth bin when Peter called from the second. "Nothing in here."

"Here either," answered Stephen, The third booth was boarded shut, and impossible to open, and so they moved into the next car.

Peter took the middle booth, and Stephen took the first and third. In the second booth was a man, and Peter casually took a seat across from the man, looking him over, and trying to find a duplicator at his waist, open to any warnings from his spider-sense.

***

Stephen left the third booth and looked back to see Peter walking toward him.

 "Nothing in there," Peter reported.  "That guy wasn't the Chameleon. No duplicator. He'll probably be further up. He likes to pick his time and place. He's probably seated himself next to some passenger, and is waiting for the train to stop."

"Yeah, probably," Stephen agreed. "But we have to cover every hiding place."

Peter nodded and they headed for the next car.

***

Peter had decided that the man was not the Chameleon. No coat to cover the duplicator, and he hadn't even given Peter a second glance.

When he exited the booth, Stephen was no longer in the car. "Probably got tired of waiting for me," Peter mused aloud, and he also moved on.

When he entered the next car, Stephen was waiting at the entrance to the next car along. When he turned and saw Peter, he gave him an odd look. "Anything in there?"

"Nope. No Chameleon," answered Peter. "Why didn't you wait for me?"

"I wasn't going that far ahead. I finished searching the first and third, and you were taking your time in the second."  Stephen was just a little surprised by Peter's question. Did Peter really think he was going to leave the train car without knowing where his partner was? He took longer in the second booth of the last car than he did in this one, and yet Stephen still waited for him. Why would this car be any different?  Then he shrugged off the entire thing as perhaps a little additional paranoia with another master of illusion walking around and gestured for them to head to the next car.

Neither of them saw Peter Parker come out of the second booth and grin.  Always nice when your targets came to you.  Made hunting so much easier.

***

Peter entered the first booth of the next car, and Stephen the second.

Stephen was just bending over to look at the under seat compartments when his partner's voice interrupted him.  "Stephen! I found him!"

Stephen turned and saw Peter in the doorway, whispering and making frantic gestures for him to hurry up.  "There was a flash under the door of the third booth. A teenage boy came out and saw me. He bolted straight away. It's him! We're getting close to the stop. Hurry, we'll lose him. I saw the kid reaching into his jacket. I think he's got a gun. Hurry!"

Stephen was moving before Peter had finished and they hurried into the second last car. There was no sign of anyone.

"I'll take the first and second booth," whispered Peter.

Stephen nodded and headed for the third. He did not notice Peter's face twist into the ugly leer.

***

Peter exited the first booth and found that Stephen had once again left him behind. Just how fast did the man want him to be anyway? Shaking his head, he ran for the next car.

When he entered, he headed for the first booth, just as Stephen left the third, and someone exited the second. Peter gasped when he saw whom.

It was himself!

***

Stephen looked back at the sound of the gasp. Then he did a double take and stared. "Whoa!"

At the door to the first booth was Peter Parker. At the door to the second booth was…Peter Parker!

Both Parkers pointed to each other at once and shouted. "It's him!"

The train jerked as it slowed, coming into the station.

The strange stalemate lasted until the Parker at the first booth reached under his sweater to show his waistband.

"He's going for his gun!" shouted the second Parker, and ran behind Stephen.

Stephen immediately cast his hardest and darkest hypnotic gaze of terror on the first Parker.

The man at the first booth dropped to the floor and held his head.  The darkness that was enveloping his brain was almost suffocating.  He struggled to think of some way to break through it.  "The sun is shining!" he hissed through clenched teeth.

Stephen's eyes widened.  "But the ice is slippery…"  He whipped around and grabbed the second Parker by his shirt and pulled it up to check his waist.

The Duplicator.

Stephen made a grab for it, but the Chameleon, still in his Parker guise, smashed Stephen in the face and bolted for the door.

The real Peter ran over to his friend. "Are you O.K.?"

"Stay on him!" ordered Stephen, holding his bleeding nose.

Peter ran for the sliding door, dropping his clothes and pulling his mask and gloves on as he went.

Stephen rubbed his face wearily one last time, then dragged himself to his feet and extracted the remaining pieces of his costume from the bag.

***

Chameleon ran out of the train station and looked around frantically. Behind him, he heard the train pull out, and decided he was safe. Blast those two reporters; they must have somehow tipped off Spiderman to follow him from the restaurant--or gotten tipped off by Spiderman that they were being watched.  Regardless, somehow they'd gotten involved in pursuing him, and he'd almost had them fooled when Parker caught up to them and somehow Cranston had figured out who was who.  But he'd gotten ahead of them once more, which would give him time to regroup.

Then he heard the dreaded sound. Thwapp!

Spiderman had followed him! Again! He must have hitched a ride on top of the train like he often did.

Looking around, he took inventory of his surroundings. He was in the dock district. Lots of warehouses and no people.

Flashing green once again, the Chameleon switched from his Parker guise to his natural look and ran for the nearest empty warehouse.

***

Spiderman looked down and saw the Chameleon, able to pinpoint him by the trademark green flash, then saw him dash into a warehouse.  Perfect.  "Look out buddy," Spiderman said confidently. "It's time to pay the piper."

***

The Shadow swirled from the darkness of the train station to the darkness of the night around him.  He spotted the flash of green light, saw the Chameleon enter the warehouse, and Spiderman swing into, and through, a window with a loud smash.

The Shadow laughed silently. Spiderman would cut off Chameleon's escape, and The Shadow would come in from the front. Chameleon had nowhere to go.

The Shadow ran into the warehouse, and made his way to the main holding area, taking just a moment to survey the room…and just long enough to hear the sound of his own voice.

"I'm glad you're here, Spiderman," Stephen Cranston's voice said. "Chameleon went that way."

The Shadow, unseen by either of the people in the room, entered and saw himself, Stephen Cranston, pointing out the far door.

Spiderman laughed. "You don't really think I'll fall for that, do you?"

The Shadow saw his doppelganger subtly reach into his waistband. He didn't think Spiderman saw it, and began running faster.

"Probably not, Spider. But it got you to hold still long enough for me to do this."

In one swift move, The Chameleon swept his duplicator out and pointed it at Spiderman.

On reflex, The Shadow leapt between them, diving to knock his friend out of the way.

The Chameleon hit the button.

Chapter 4

Spiderman's spider-sense screamed, and he felt the flash hit him like a slight physical blow. His spider-sense suddenly went silent, and replacing it in his brain was a cacophonous noise, like a loud chorus of confused screaming, and a sensation of pressure behind his eyes pushing harder than the worst sinus headache he'd ever had. It was so loud and so painful that he fell to the ground, holding his head in agony, and his limbs went heavy.

The Shadow felt the green flash hit him, like a slight physical blow.  He felt his mind-clouding projection fall away immediately, and replacing it was a weird tingling sensation in the back of his head, like the hairs on the back of his neck had risen, and something was shouting at him to be careful. A strange tingling also filled his limbs, and he found his costume didn't weigh as much as it had before.  He hit the floor and rolled to his feet almost instantly.

The Chameleon jumped in utter surprise and ran away.

The Shadow considered going after him, but his partner on the floor moaning in pain made him change his mind.  Just to keep the Chameleon running, he drew his automatics and pumped bullets after his opponent. His guns seemed lighter than usual. What was going on?

***

The Chameleon was running for his life, bullets glancing off the walls as he exited the building as quickly as he could.

Where had The Shadow come from?  He had just appeared, in between Spiderman and himself. Like he had always been there. And why had the transforming ability not worked in giving him Spiderman's powers? If The Shadow was invisible, as the underworld believed, then that answered the first question. And if he had always been there, then that would also explain the second problem. The duplicator was designed not to load the images when there was more than one person in the frame.

But would that also be the case with the new modifications?

There were things he did not know. But it was clear that for whatever reason, the masked men were not pursuing him, and the duplicator had not copied Spiderman's powers. So he still had a job to do.

But not now. They were firing after him. Now was not the time.

***

"OW, OW, OW! Loud! Loud, LOUD!" Spiderman was moaning loudly as he held his head.

The Shadow helped Spiderman to his feet and tried to send for Moe telepathically. With a fearful shock, he realized he couldn't do it.  His psyche was empty, his vast projective telepathic reservoir drained dry.  What the…?

"I know," groaned Spiderman, as if answering him. "I've lost my spider strength too. I hate it when they do this. He's sapped our powers."

The Shadow stared hard at his partner for a long moment. He didn't have the energy for thought projection--how had Spiderman known what he was about to ask when he hadn't yet spoken the thought aloud?

"What do you mean?  Of course I heard you. What do you mean you didn't…" Spiderman fell silent in a quiet awe. "Wait a minute. He didn't sap my powers, he gave me yours!"

The Shadow didn't quite know what to make of this. "Are you serious?"

"Climb the wall!" ordered Spiderman.

"What?  You're serious! You really mean this, don't you?"

"I wish I didn't, but I think I do.  Take your gloves off and climb the wall."

Slowly, The Shadow moved to the wall, removed the heavy leather gloves from his hands, and tentatively put his right hand on the wall.

His fingers felt every detail of the wall's texture, and he felt his fingertips dig into the wall's surface.  "My God…"  He reached his left hand a little further up, and his feet left the floor.

Spiderman just stared.  Was this what he looked like when he'd first learned this?  "Your feet won't work right--your boots are too heavy--but you should be able to use them for balance.  Keep going."

The Shadow pulled himself up and put his foot on the wall, and pulled himself up a bit further. Walking on all fours, and gaining confidence, he moved faster, scrambling up the wall.

Like a spider.

The Shadow laughed. Not a sinister laugh for which he was famous, a genuine laugh of wonder.  "This is fun!" he laughed down to Spiderman, who seemed to be pulling himself together.  "No wonder you never stand on the ground."

"Glad you like my powers, 'cause I'm not too crazy about yours right now.  How did this happen? What did that thing do to us? And why is it so loud all of a sudden?"

The Shadow scrambled higher, closer to the ceiling. "Well, I can definitely answer the last question.  You're hearing the thoughts of everyone within range of your rather powerful telepathic mind.  Welcome to the first month of my life as an awakened adept."

"Great!" Spiderman called back. "How do I make it stop?"

The Shadow suddenly lost traction and fell to the ground. But as he fell, he did a complete somersault, and landed cat-like into a crouch. "Wow. What happened there?"

"You got ahead of your hands.  Kind of like when you trip over your own feet.  Now, what do I do about all the noise?"

"To block out the thoughts, you…"

"Never mind," interrupted Spiderman. "I heard you think it. Man. I thought Manhattan was loud before."

The Shadow watched as Spiderman recreated the exercises that he had learned the day his mental powers woke up. The psychic balancing activities he did without thinking every day of his life were now a chore for his partner, who now had a master's projective telepathic energies but a complete novice's protective barriers.  And his own body felt very strange--the tingling in his hands, the tautness of his muscles, the firm-yet-limber sensation in his joints, and the odd tickling sensation in the back of his head that kept telling him things weren't quite right.  He pulled out his radio. "Moe?"

"Yes, boss?" came the answer.

"We need a lift right now. We're at the docks, the warehouse area. Hurry."

"On the way."

The Shadow put his radio away and turned to Spiderman.

"I agree," said Spiderman before The Shadow could say anything. "We have to get back to the Sanctum and figure out what to do next."

***

It had been a long ride to the Sanctum.

Neither man spoke much.  Especially not to Moe.  There was no sense confusing or panicking him with some convoluted explanation of how The Shadow was Spiderman and Spiderman was The Shadow, kinda-sorta, maybe, they weren't real sure yet, but boy, things were a mess.  They'd stayed in costume and almost in character--though there had been a close call there when The Shadow felt the danger signals in his head screaming loud enough for him to make a comment on how close Moe had come to getting clipped by a clown in a Ferrari tearing through the streets of Manhattan.

But they'd made it.  Better yet, Spiderman thought to beat The Shadow to the control lever on the fire escape so that The Shadow didn't rip it off accidentally with spider strength he hadn't yet learned to control.  Disaster averted, the two men descended into the underground office and collapsed onto overstuffed leather furniture.

Peter pulled Spiderman's mask off and sighed.  "Now I know why you like this place.  It's quiet."

Stephen shed The Shadow's cloak and hat and unwrapped the scarf from his face.  "Yeah, it is.  Manhattan's a very tall place.  Fewer minds below ground, which means less noise."  He tossed the bag with Peter's street clothes to his friend, then headed for the costume locker to change clothes.

"Careful," Peter called, shedding his costume and pulling on his regular clothes.

"Of what?" Stephen asked, opening the locker door…and accidentally ripping it off its hinges.

Peter heard the sound of metal shearing.  "That."

Stephen looked at the door, then at his hands.  "I swear I barely even pulled on it."

"You're over 40 times stronger than you were before.  That locker door wasn't the firmest thing in the world before, so it wouldn't take much force to rip it off.  That's why I grabbed the door control lever before you did when we were coming down here."  Peter grimaced slightly at the memory.  "I went through three locker doors my first week at school before I figured that one out."

"Lovely.  You do know this place is filled with antiques, right?"

"I always thought 'antique' was just a fancy word for 'really old, expensive, and breakable stuff'."

"Joy."  Stephen finished removing the rest of his costume, propped the detached locker door up against the locker, then came back into the den and rubbed the back of his neck.  "I never realized your spider-sense tingles all the time.  I mean, people looked at me cross-eyed as we were driving here and I knew it.  It's making me crazy."

"As crazy as this non-stop sinus headache is making me?"  Peter pinched the bridge of his nose.  "I know you said your mind constantly pushes outward, but I didn't think you meant this hard.  How do you stand it?"

"It's pushing hard now because…"

"Because I have your powers but not your skill at using them.  I figured that out already."

Stephen looked at his friend.  "Do I interrupt you that often?"

Peter smiled.  "No.  Which I suppose is another learned skill."  Then he looked lost as the pressure behind his eyes got worse.  "How do I make the pain stop?"

"Pull your thoughts inward, fold them like a blanket, and push down on them."

Peter looked a little confused.  "This must be one of those things that's easier to show than to tell."

"Yeah, it is."  Stephen thought of the activity quickly…but with no psychic energy to manipulate, his brain got tangled on the details.

"I think I got it," Peter said aloud, then closed his eyes and tried to do it.  "Oh, man--are the energies supposed to fight back?"

"Yes.  That's how you know you're doing it right.  Keep going."

Peter concentrated harder.  The pressure behind his eyes was unreal.  He put a hand over his eyes, almost afraid they'd pop out if he kept going.

Finally, something inside his brain popped like a balloon.  The pressure eased instantly.  "Oh…that's better."  He looked over at Stephen.  "How long will that last?"

Stephen thought about it for a moment.  "Since I can't see into your psyche to see how much you let off, I'm guessing a few hours.  When I first awakened, that activity would give me about four hours of relief before the pressure returned.  The reason the pressure returns is that the energy in your brain continues to build to keep itself at a more or less constant level.  It's a survival mechanism--the mind attempting to protect itself at all costs.  Essentially, you've got my energies, but not my self-built protective walls or my release techniques."  He got up and began to pace.  "I, on the other hand, have your physical attributes--the loose and flexible joints, the dense musculature, the spidery touch, and the hyperfast nerve impulses you call 'spider-sense'--but no gauge as to what 'normal' reactions of those are."  He leaned against the wall.  "We need to figure out what happened here, how Chameleon did this, and what to do next."

Peter gave him an amused smile.  "Are you aware that you're sitting on the wall?"

Stephen looked at himself.  Sure enough, without really thinking about it, he'd leaned back against the wall and moved into a seated position, feet off the floor, spidery attraction and touch from his bare feet holding him in place.  He laughed at himself.  "And here I thought this was just some affectation you'd developed."

Peter shook his head.  "Spiders don't like horizontal flat surfaces.  Bigger creatures walk on horizontal flat surfaces.  Safer to be up high.  I think I'd had my powers a week when I first realized I was doing it."  He reclined on the couch.  "So when do I get to learn how to do all the cool stuff you do?  All I've been able to do so far is get a headache."

"Turn out the lights."

"Huh?"

"Turn out the lights.  It might help your headache.  It'll definitely help you feel like you can actually do something."

Peter reached for the light on the end table and flicked the switch.

The room went dark, with only the distant light on the communications console to give any illumination in the room.  But to Peter, it was almost as bright as it had been before.  "Whoa…this is projective sight, right?"

"Right.  When it has to be taught, it's one of the hardest skills a projector has to learn.  But the Cranston psyche pushes out so hard and so fast that it's actually one of the innate skills that appear upon awakening.  There are a couple of others; you'll figure them out as you go."

Peter sat up and looked around the room.  "This is too weird.  I know you always said you could see in the dark, but I really thought you were just really good at figuring your way around in darkness with a little help from ambient light.  But apparently, you really CAN see in the dark, because I sure can."

Stephen cast his gaze around the room.  He couldn't see as much detail, but he was surprised at how much his brain was picking out of the detail he could see.  "I'm guessing, from what I can see right now, that if there were no light at all, to you the experience would look like it does with your spider-sense--your mind would pick out where everything was in the room and you'd be able to tell what was there.  With a little extra light, your brain adds the details together to get the whole seeing in the dark effect."

Peter nodded.  "Very cool.  Can we leave the lights off for a while?  You're right, it is helping my headache."

"That's because your psyche's actually expending energy, not just letting it build.  But sure, we can leave the lights out for now if it'll help you think clearer."

"And I definitely need to think clearer."  Peter reclined on the couch again and let his focus drift.  "This is unreal.  I'm not even trying to focus on anything and I can see clear as day.  Man, this is weird.  What happened to us?"

"I would think what happened was pretty obvious," Stephen deadpanned.

"Yeah, but how?"

Stephen thought for a moment.  "Did you see the green flash right before this happened?  He was trying to duplicate you, and I got in the way."

"So his duplicator would have registered an error.  He needs a clear shot at people to get a really good copy.  A photo gets him the look, a personal encounter gets him a better image that includes voice and basic mannerisms.  I know he hates crowds, because he can't get clear shots off."

"But you've encountered him before.  Shouldn't he then have a million shots of Spiderman already preloaded?  What did he need another one for?"

"Good point."  Peter rubbed his temples.  "Your brain always spin like this when you're thinking?"

"Oh, yeah.  Number two of the innate things in a Cranston psyche upon awakening.  The psychic energy unlocks parts of your brain you don't normally use.  And all of them want to get involved in your thought processes.  I call it a thought whirlwind.  But a lot of times good ideas get shaken out by that whirlwind.  Don't be afraid to just go with whatever comes to mind first."

"What's coming to mind first is something insane."

Stephen chuckled.  "I never said they were all rational ideas.  What is it?"

"Andre, the piano player.  Remember my joke that I didn't know Chameleon played piano?  Maybe he doesn't."

Stephen followed the insane but strangely logical path.  "But he was able to duplicate Andre to the point where the duplicate could."

"Which means he's found a way to duplicate, on some level, the actual abilities of the person he's copying, not just the obvious physical attributes."

Stephen kept following, trying to recreate the event itself in his mind.  "So he was trying to copy yours…"

"But you stepped in the way."

"And the scanner got us both.  But instead of generating an error, it bounced back the energies it copied…"

"And somehow got confused as to which person got which energies."

Stephen thought about it for a second.  "I was falling toward you at that moment."

"And you almost landed on me, which could have changed our relative positions to the scanner."

Stephen shook his head.  "That is insane."

Peter nodded.  "But it actually makes some degree of sense.  He's been trying to make better copies for years.  The inner workings of the person were always the hold-up.  He can't duplicate skills."

"Or couldn't.  Until now."  Stephen started to lean back against the wall again, then stopped as something in his brain told him not to.  He looked around and saw that he'd actually climbed to the top of the wall and he'd nearly smacked his head on the ceiling.  "Remind me to never again make fun of you when you climb the walls while we're talking."

That actually got a laugh from Peter.  "Hey, it's a different angle for me, too.  I'm not used to looking up at you like this.  O.K., I think we've figured out what happened, as completely crazy as it sounds.  But something still doesn't make sense.  Having Peter Parker's picture auto-loaded I can understand--I'm one of his favorite targets--but he had your picture auto-loaded, too."

Stephen remembered the setting where he'd seen himself.  "You're right.  The copy of me definitely hadn't been taken on the train--no black clothes on him--and it hadn't been taken earlier in the evening, either, because he had on the wrong tie."

Peter crossed the room to Stephen's desk and logged into the Sanctum's computer, then fired up a web browser and pulled up the Classic's website.  "But he was wearing THAT tie," he said, gesturing to the photo on the screen.

Stephen came down off the wall and looked at his own bio picture.  "So he was.  Why would he have my picture in his repertoire?"

"Trying to cover all of Peter Parker's bases?"

"Maybe…but maybe not the way you think."  He paced the floor, feeling an odd bounce in his step as he did.  "Try this on for size.  Nobody--publicly, at least--seems to know more about The Shadow and Spiderman than Stephen Cranston and Peter Parker.  So either Spiderman and The Shadow are the targets, in which case Peter and Stephen are the means of access…"

"…or Peter and Stephen are the targets and Spiderman and The Shadow are the means of access," Peter realized, following the disturbingly logical thought pattern.

"In either case, we are damned lucky he wasn't able to nail one of us to get our powers stored."

"So where do we go from here?"

"I do not know."  Stephen sighed.  "God, I need a drink."

"That makes two of us."  Peter rubbed his eyes as the sensation of pressure returned.  "Thought you said I'd get four hours out of this."

"You must not have released as much as I thought, then.  Try it again and this time try to hold off on releasing until you can't stand it any more."  Stephen headed back into the den and crossed the room to the sidebar.

"I'm about at that stage now."  Peter concentrated, trying to fold the energies back on themselves again.  "They're really fighting back this time."

"My uncle used to tell me that was a good sign--that my psyche was getting stronger and better able to protect itself and me.  But I know it doesn't feel like a good thing right about now."

Peter gritted his teeth against the pain and kept pulling and pushing down to make the swelling waves collapse.  Finally, they released, and the pain eased.  "There, that ought to buy me a little time.  Any way to make it last longer?"

"Well, other than building better psychic containment walls so that there's more room for your reservoir to fill, there are two methods to relieve a projective headache.  One is to redirect energy to produce an overflow venting, which is what you did earlier.  The other is to just expend it as fast or faster than your brain replaces it."

"Which means you need to teach me some cool tricks."

"I probably do."  He poured two cognacs and handed one to Peter.  "But what we really need to do is figure out how to undo what he did to us."

"Or even if we CAN."

"I do not even want to consider that possibility."  Stephen swirled and sipped his cognac.

"I think we'd better, though."  Peter dropped back onto the couch, swirling his own cognac.  "Because obviously Chameleon's duplicator didn't do what he was expecting.  And the man is a first-rate tinkerer.  If he tinkers with that thing to 'fix' whatever it was that didn't work and somehow unfixes what sort of worked…"

"…we may be stuck."  Stephen dropped into his chair and gave his snifter a more vigorous swirl…and shattered the snifter as his fingers squeezed too hard.  "Dammit!"

Peter set his snifter down and rushed over to him immediately.  "You O.K.?"

Stephen wasn't sure.  He looked at his hand carefully.  "Minor cuts.  You must be a little more injury resistant than I thought."

"I'm a lot more injury resistant than you think."  He thought about it.  "Or was.  Who knows now?"

Stephen could hear the anger building in Peter's thoughts and wondered if his partner had been able to do the same when they both had their normal gifts.  "Easy.  Go sit down and rest.  Try to get your mind under control.  I'll take care of this."  Stephen got up to fetch the first aid kit.

Peter tried to sit, but he couldn't.  Too much keyed up energy inside him, driven by frustration and anger and pain.  He felt like he was…

"…careening out of control, like your brain is going to explode any minute," Stephen finished his sentence from the kitchen.

"What, am I thinking that loudly?" Peter snapped.  "Or are you just a really good guesser?"

"A little of both.  Calm down."  Stephen rinsed his hand and dried it, then checked the cuts to see if they needed further treatment.

"I'm trying," Peter said, the irritation audible in his voice.  "But it just keeps building.  And I've asked you to show me how to stop this, and you keep putting me off, and frankly, I'm more than a little pissed off about it."

"Because it's not a switch you can turn on and off.  It took me weeks to get to the point where I could control my mind on my own, without assistance.  My psyche recharges constantly, and maintenance of it is a full-time task."  He taped a small gauze pad into place on his palm to cover the open cuts.  "And frankly, I'm frustrated too.  Because I CAN'T show you how to stop this.  I can TELL you, but my brain is drained dry and there is no way to demonstrate what you need to do, and that's going to make this process even more drawn out than it already feels to you like it is."  He headed to the sidebar to pour himself another drink.

Peter clenched his fist and pounded it into his palm.  If he still had his spider strength, he'd probably go crush a dumpster right about now.  The urge to break something was just overwhelming…

The buzzing in the back of Stephen's head suddenly increased dramatically.  He whirled to face Peter.  "Don't do it…," he began.

And at that moment, the snifter sitting on the coffee table shattered.

Peter jumped back.  "Whoa!  I wasn't even trying…"  Then he realized the pressure behind his eyes had fallen back dramatically.  "Oh, wow!  Why didn't you just tell me to do that?"

Stephen knew why, and he knew Peter wouldn't like the reason.  "Three…two…one…"

Suddenly, a percussive wave of energy slammed into the back of Peter's eyes from inside his brain.  He screamed and grabbed his head.

Stephen raced to his friend's side and immediately put his fingers on his friend's temples to help him relax.  "Deep breaths.  Easy.  Try to hear your heartbeat.  Don't think about anything else, don't try to do anything else.  Just listen for the sound of your own heartbeat.  Stay calm.  Nice, easy, slow, calm breaths.  Relax."

Peter slowly calmed down.  The immediate burst of pain was easing, and he had to admit Stephen could come up with some pretty good hypnotic suggestions even without the telepathy behind them.  "What the Hell was that?"

"THAT is why I didn't tell you to do that.  You created a severe projective imbalance.  An adept psyche will do everything possible to keep itself in balance, and when you shot out that uncontrolled burst…"

"…it created another burst to refill itself.  Good Lord."  He felt himself shaking.  "Why do I feel so weak?"

"Well, the burst of energy has to come from somewhere.  Normally, your mind and body will share what resources you have to fuel your physical and mental metabolisms.  But when one is low…"

"…the other will draw from whatever it has to."  He shook his head.  "Is that why you can be so physically strong sometimes?"

Stephen nodded.  "That's also how tumo summonings work.  Mind and body working in unison, redirecting energy wherever it needs to go.  It's a learned skill.  Sorry you had to learn that one the hard way."

Peter suddenly felt very silly for having gotten so frustrated that he was destroying things like a two-year-old pitching a temper tantrum.  "Sorry about your glass."

Stephen mock-harumphed.  "I will have you know that was 24% lead crystal."

"And 100% broken, too."

They both laughed.

"What say we go find some place where we can both let off a little energy?" Stephen suggested.

"I think we both need it," Peter agreed.

Chapter 5

"YEEEEEHAH!" screamed Stephen in amazement.

Peter looked up and watched Stephen fly from one end of the giant warehouse to the other on the end of a web line.

The boys had gone to a reasonably secluded warehouse that Stephen owned, and used as a training ground. Stephen had commandeered Peter's web-shooters, and was practicing by swinging back and forth.

Peter, on the other hand, had just completed another visualization technique that Stephen had taught him, visualizing the entire room with his mind and not his eyes. "O.K.," he called up at the ceiling. "What now?"

Stephen took a seat on an overhanging beam.  "Well, ordinarily you should practice that for several days…"

"…because it helps me recreate the picture in people's minds in a mind-clouding suggestion, right?"

"Right, plus it's like calisthenics for your brain.  Helps build strength.  Anyway, normally you'd spend several days doing that over and over again until it was second nature, but we are in a hurry--right?"

"Right!"

"Then we should move on to thought projection." Stephen jumped down to the floor. "This is one of the harder projective telepath abilities to build up the strength to do, but as you have my psyche and the accompanying high energy levels, you should only have to learn how to actually do it.  Focus your thoughts and speak out loud by pushing your thoughts into my head. Understand?"

Peter nodded and took another breath. "Can you hear this?"

"No talking," commanded Stephen.

"You said speak out loud."

"With your mental voice, not your physical one.  Just think out loud. You've heard me do it often enough. Try something easy, something you probably say all the time in your head.  Say your name."

Peter focused. _Peter Parker._

"I didn't hear you. Push your thoughts! Who are you?"

_"Peter Parker!"_

"Louder! Say your name!"

**_"Peter Parker!"_**

****

"I heard that! Now make it sound! Let it make noise! Let the whole room hear it! Say your name!"

**_"PETER PARKER!"_**  He touched his temples and looked amazed, then grinned from ear to ear.  **_ "HA-HA! I'M DOING IT!  STEPHEN, I'M DOING IT!"_**

****

The room rang out with the sound of his words. Peter laughed mentally in an amazed version of the Shadow's laugh.

Stephen pretended to wipe a tear away. "I'm just so damn proud."

Peter burst out laughing. "Oh, man, that was so cool. I see why you like doing it so much. I'm officially jazzed now. What's next?"

Stephen raised an eyebrow. "Eager, aren't you?"

"You said it yourself, we're in a hurry. Besides. I want to see what else I can do."

Stephen started laughing.

Peter gave him an odd look.  "What's so funny?"

"Just remembering the night I learned to do that."  He shook his head.  "I was completely jazzed, too.  For the first time, I felt like I could actually do something with all this stuff in my head.  And I could not wait to do more.  I spent the entire night projectively talking to my uncle, feeling like I was going to go bouncing off walls any second."  He laughed ironically.

Peter understood the laughter.  "I did bounce off walls when I first realized what I could do.  Literally."  Now it was his turn to shake his head.  "See, I was the prototypical 98-pound weakling klutzy geek.  Or something like that.  Then all of a sudden, I could bench press a truck and hang from the ceiling by my fingertips.  It was a pretty heady experience."

"So to speak."

They both laughed.

"How long have we been at this?" Peter asked.

Stephen checked his watch.  "Good grief, it's almost 1 A.M.  And we both still have a lot of work to do."

"So let's get to it.  I'm not tired at all."

Stephen remembered saying almost the same thing to Uncle Victor years ago.  "Oh, you will be when all the adrenaline wears off."

"So will you."

"Touche.  But as long as you're not tired, you up to trying something new?"

"You know it.  What's next?"

"Try some mental defense." Stephen pointed to a long row of glass balls set on stands about twenty feet away. "Remember how you shattered the glass? Do that again, but this time keep your focus, make your energies a weapon without that hard recoil. Earlier you showed power, now you need precision to keep from tearing your brain in two. Shatter the glass; if you can do it without knocking yourself unconscious at the same time, then you'll be ready for suggestive power, and mind clouding."  He emptied a bag full of objects varying in fragility, from a crowbar to a box of uncooked eggs.  "In the meantime, I'm going to do some precision exercises myself--I'm going to try to not break everything I hold."

Peter laughed, then looked carefully at the other end of the room and focused his glare on one of the spheres.

Nothing.

Peter looked frustrated.  "I can feel the energy building in my head, but how do I make the spheres break?"

Stephen was resting his weight on the balls of his feet, with his legs bent into a low crouch, with an intense look of concentration on his face while he carefully lifted an extra glass sphere in one hand. "The same way you did earlier--you lowered the barriers around your mental energy and released the power suddenly. It lashed out against the first thing you were focused on. Do that again, but this time, control how you release the energy, and it will work much better."

Peter focused again, concentrating harder than he ever had. He could feel the power growing in intensity like a thunderstorm behind his eyes. He could feel the wall between them, and he felt the wall just barely holding the storm in check. Then he let the wall come down.

The fire flew from his eyes and smashed into the glass, shattering it into a thousand fragments. The recoil headache struck, but not as bad as before.

"Sloppy," admonished Stephen, who had been watching. "More control is needed."

And at that moment, the egg in his hand broke.

"Sloppy," returned Peter, mimicking Stephen.

Stephen threw what was left of the egg at Peter, and they both broke down laughing again.

***

The hours dragged past as the men slowly gained expertise. The skills that took both of them a lifetime to develop were quickly taken up by the other, for the raw abilities were already there and they both simply needed to learn control over those abilities.

But soon, Peter was shattering the entire row of glass spheres without blinking, and threw Stephen a triumphant look.

Stephen in turn was now alternating between strong and weak items, actually juggling an egg, a brick, a glass sphere and an iron bar with ease.  "Well, Pete," said Stephen proudly, "you have learned things in the last 12 hours that took me months to learn. I think you are ready for projective hypnosis. Want a break before you try?"

"Just a few minutes," agreed Peter, "if only to enjoy this blessed silence in my head." The noise had lessened considerably, and the energy behind his eyes was low, though rebuilding fast.

"Then you can help me with one of your powers--the spider-sense. How do I know what to do with it? The sensitivity is easier now, but to actually know how to use it, I would have to be in actual danger, right?"

"Yes, unfortunately.  Just remember to trust it when it screams. You don't ignore a fire alarm; don't ignore your spider-sense. Don't think about it, just react. It'll tell you how, just don't think about it. You stop to think, you're dead. Let the instinct guide you."

"Problem is, the only way to know if I can actually do that is to be in serious physical danger."

"True."  Peter thought for a moment.  "Is it buzzing much now?"

Stephen paused and listened to his brain for a moment.  "No."

"Good."  He moved behind Stephen and picked up one of his automatics.

The spider-sense suddenly went wild in Stephen's head, and for once in his life, he did not stop to think, he just moved.

A loud gunshot rang out, and Stephen tried to pinpoint where it came from, but somehow he already knew, it was coming from behind him, and more bullets were on the way.

Jump! Duck! Flip! Dodge! Left! Up! Climb!  A thousand moves a minute, all of it on autopilot, none of it with a conscious thought. Every move so graceful it was practically in slow motion, but so fast that Stephen himself could barely keep up with it, relying on his sixth sense to warn him of attacks he didn't know were coming.  "WOOOOAH!" he screamed in the intense out-of-control rush of it all.

Finally the explosive shots stopped and Stephen was able to take stock of the situation.  He was now facing toward the floor, about 10 feet up the wall. He looked down and saw what had happened.

Peter was standing there with his smoking guns.  "These things have a worse recoil than my brain!" he complained. "Are they meant to shoot bullets or just break my hand?"

Stephen hopped off the wall and headed over to his friend. "You have to brace your forearm. It's easier if you hold your arm straight and sight along…" Then he suddenly realized something. "WAIT A MINUTE! The spider-sense wouldn't go off unless you were actually aiming at me!" Outraged, he picked his partner off the ground. "You were trying to shoot me, you jerk!"

Peter felt his own iron grip around his shoulder, and tried to break free. No luck. Peter tried to think of what Stephen would do. He would use a confusion tactic. Like what?

Suddenly, he had it.  Peter tried to throw his thoughts at Stephen again, but this time, it wasn't words he pushed outward, but rather a feeling, a suggestion meant to confuse Stephen's sense of up and down.

Stephen suddenly had a wave of vertigo so strong that he dropped Peter and collapsed, trying to grip the floor.  It took him a second to realize what had happened, and he became outraged that his partner was attacking him with his own powers.

But two could play at that game. With all his new spider speed, Stephen swept his leg to the left and tripped Peter, who fell like a bag of cement. As Peter fell, Stephen raised his legs and shoved the falling Peter in the chest with his feet.  He'd only intended to push Peter away, but underestimated his own strength once more and threw Peter into the far wall.

Stephen was up in an instant and looked to see if Peter, crumpled below a huge dent in the wall, was all right.  He started to rush over to help his partner.

Peter recovered his senses and stood up with dark rage on his face, staring daggers at Stephen from across the room.

Stephen suddenly started to feel very cold, and his head buzzed not with spider-sense, but with a powerful static. _Psychic defense_, Stephen realized as he fought his way forward, _and damn good at that._  But Stephen knew that Peter was new at this and would probably have a hard time maintaining this level of focus--which was about the only thing saving him from being totally overwhelmed with the darkness now threatening to engulf him. Oh his knees now, Stephen reached out and with his superhuman grip, snagged an egg on two fingers and another egg on the third. With the last of his focus, he threw the items one at a time, and the screaming tone in his head stopped.

Peter lost his focus when the egg hit him in the eyes and felt the suggestion drop away.  He cleared off his face just in time to see the iron bar coming at him, spinning like a throwing knife. He dove to the side just in time to avoid it, and he angrily jumped to his feet again.

But Stephen had vanished.

Peter looked around, and then suddenly realized what he would do.

He looked straight up.

Too late.

A hand wrapped firmly around his shirt and pulled him six feet up off the floor. Peter was turned around and there on the wall, with a fist ready to punch, was Stephen.

"Stephen, wait!" yelped Peter as he cringed, waiting for the blow to come.

Nothing.

Stephen suddenly realized what he was about to do, and he lowered his partner to the ground. They stared silently at each other for a moment.

Peter said it first.  "What was that?"

Stephen looked lost. "Our first actual fight! I don't get it. Aren't we on the same side?"

"Always.  It was always us versus them. No matter who the 'Them' was, we were always 'Us'."

"So why were we trading blows just now?"

Peter looked incredibly frustrated. "SEE! THIS IS WHAT CHAMELEON DOES!! HE MAKES YOU LOSE FOCUS. CONFUSES WHO YOUR ENEMY IS, TILL YOU'RE INCHES AWAY FROM KILLING EVERYONE WHO LOOKS AT YOU BECAUSE YOU'RE SO PARANOID ITS HIM!"

Stephen could feel Peter's anger driving raging waves of psychic energy around the room.  "Peter…do you feel that?"

Peter started to snap another harsh retort back, then felt it too--a sweeping current of something flowing all around him.  "What is this?"

"The stream of conscious thought.  And you were pushing it with all that anger projecting outward."

Peter suddenly realized what Stephen was getting at.  This was what Stephen once said was how mind-clouding worked--a hypnotic suggestion so strong it could shape the path of conscious thought around it.  "Tell me how."

"Push it aside.  Push it away from you.  Don't think about anything else.  Just concentrate on reshaping that sensation you're feeling.  Focus that anger and use it to power your suggestion."

Peter concentrated.  The thoughts swirled around him, and the stormy anger brewed once more in his brain.

"Push," Stephen ordered.  "Harder.  You can do it."

The stream of thoughts swirled harder around him, but Peter was determined to stay above it.  He kept his own thoughts going, spinning them against the current, feeling a vortex of energy building around him.

And then, suddenly, the stream split in two, and Peter was standing in an empty middle.  He looked over at Stephen…and could tell just by the look on his friend's face what he had done.

Stephen just stared.  He could remember watching his uncle vanish and reappear at will, but had never seen anyone else accomplish the feat…until now.

And then, the vortex collapsed, and so did Peter, falling to the floor in an exhausted heap.

Stephen hurried over to him.  "You did it," he said with a broad smile as he helped his friend sit up.

Peter was gasping as if he'd run a marathon.  "Man…is it supposed to wipe you out this bad?"

"The first time.  It gets easier the more you do it."

"I hope so.  Because I can't even move right now.  Man, oh, man…"  Despite himself, he laughed in amazement.  "Wow.  I did it.  I clouded your mind.  I think that has to go right to the top of my top ten things I never thought I'd ever do."

"Enjoy it now, because it won't last."

"At least, I hope not," Peter agreed.

"It won't.  Because we are going to find Chameleon, get our powers switched back, and then kick his butt so hard that the next Chameleon wannabe feels it."

"I like it!" declared Peter. "But how do we track him down?"

Stephen thought for a long time. "We can't. We have to wait for him to come to us."

"Brilliant.  Stephen, this guy is a pro. He could strike in a few hours, he could strike a month from now."

"And we still have no idea who is target is. Is it Stephen and Peter, or The Shadow and Spiderman?"

Peter thought. Even with as drained as his psyche felt, he still found his mind spinning with a million possibilities. Now he understood how his friend did it. "We have to give him the chance he needs. We come out in public as Stephen and Peter, and he makes a move."

"I think I hate this plan. Peter, you said it yourself, he can strike at any moment.  If we walk around New York, waiting for any one of 8 million people, we'll never see it coming."

"So we need to make him hurry. The question is how."

Stephen thought, and then suddenly had a solution. "You know Pete, this world is full of stories, and we never write about anything other than The Shadow and Spiderman. We should tell New York about the world. And what better time than when someone is trying to kill us?"

Peter thought for a second that his partner had gone mad, then realized what he was thinking. "Ah, smart. Very smart. We had better hurry. We have a rat trap to set."  He started to get up, then felt his legs buckle under him.

Stephen was quick to catch him, realizing as he did that his own adrenaline rush was wearing off.  "I think the trap can wait until we both get some sleep.  You're in no condition to fight anything right now, and neither am I."

Peter wanted to disagree, but found his body was less than willing to go along.  "I guess so.  Should I call for our ride?"

"No.  No sense in scaring Moe any more than he already is.  He was really giving us a suspicious glare earlier."

"If I were him, I'd be uneasy, too.  We still don't know how in the world we'll be able to react in a real danger situation right now.  I mean, the idea of going into a battle with Chameleon without my regular arsenal of tricks is more than a little unsettling."

Stephen nodded his agreement.  "Maybe I should keep the guns and give you back the webshooters?"

"What, you don't like non-lethal weaponry?"

"On the contrary, they're actually kind of cool.  But I am NOT wearing your tights."

"Just as well, because I am not wearing your suit of armor either.  That cloak of yours looks like it weighs a ton.  And somehow I can't picture you in red and blue spandex."

Stephen laughed, almost punch-drunk from the events of the past few hours.  He found his radio in his pocket and spun the dial.  "Shrevnitz--we're ready for a pickup."

"Yes, sir."  There was a long pause.  "Boss…"  Moe's voice sounded confused.  "Are you O.K.?"

"Fine.  Just very tired."

"You must be.  I mean, normally you don't use the radio to call for pickups…"

"Shrevvy, I'm waiting."

"Understood.  Be there in ten."

Chapter 6

_"I'm glad you're here, Spiderman," Stephen Cranston's voice said. "Chameleon went that way."_

_Spiderman laughed. "You don't really think I'll fall for that, do you?"_

_The doppelganger subtly reached into his waistband.  "Probably not, Spider. But it got you to hold still long enough for me to do this."_

_In one swift move, The Chameleon swept his duplicator out and pointed it at Spiderman._

_Out of the corner of his eye, Spiderman saw a swirling blackness leaping toward him._

_The Chameleon hit the button._

_Spiderman's spider-sense screamed, and he felt the flash hit him like a slight physical blow. His spider-sense suddenly went silent, and replacing it in his brain was a cacophonous noise, like a loud chorus of confused screaming, and a sensation of pressure behind his eyes pushing harder than the worst sinus headache he'd ever had. It was so loud and so painful that he fell to the ground, holding his head in agony, and his limbs went heavy._

_And then, he felt himself fading away, a shifting and swirling blackness surrounding and engulfing him.  He tried to reach for his partner's hand, but his partner couldn't see him…no one could…_

_He screamed for help, but his partner couldn't hear him…no one could…_

_He screamed louder…_

***

…and woke himself up screaming.

An insistent tapping barely managed to penetrate through the screams.

Peter slowly became alert enough to realize he was sitting up in bed in his own apartment, drenched in a cold sweat.  And the tapping sound was coming from the balcony doors off his bedroom.  He looked over, squinting his eyes against the late afternoon sunlight.

Stephen was on his balcony, tapping on the glass doors, looking deeply concerned.

Peter started to open his mouth to speak, but the words escaped from his mind before they could reach his voice.  "**_It's open._**"  He put a hand to his temple, shocked by the fact that…

"…that projective conversation is more natural than speech," Stephen finished, coming into the bedroom.  "I know.  I didn't speak out loud for two days after I learned to do it.  It comes naturally to you once you learn to do it, because your thoughts push outward so hard that you actually have to put effort into vocal speech."  He looked concerned.  "You O.K.?"

Peter wasn't sure.  "God, I had the weirdest dream. "  He looked over at Stephen with a knowing eye.  "So how fast did you jump out of bed and over the balcony?"

Stephen shook his head.  "If I'd thought about what I was doing, I can guarantee you I wouldn't have been able to do it.  But I heard you screaming and just reacted."

"You heard me?"

"Half of Manhattan probably heard you.  You were projecting pretty good there."  He leaned against the wall and felt himself moving into a seated perch about three feet off the ground.  "Want to talk about it?"

Peter let out a hard breath, coming down from the nightmare's terror.  "It's really stupid.  I dreamed the Chameleon zapped us, we switched powers, and then I disappeared into the shadows."

"Not willingly, I take it."

Peter shook his head.  "Weird.  Dumb, too."

"If I were a psychiatrist, I'd ask you if you were afraid you'd lost yourself in all this."

"But you're not, and I'm not."

"Are you sure?"

"What, that you're not a psychiatrist or that I'm not losing myself?"

Stephen hesitated.  "Would it help to tell you that I dreamed I was completely exposed and completely surrounded by my worst enemies?"

Peter raised an eyebrow.  "COMPLETELY exposed?"

Stephen gave him a warning glare.  "Don't go there."

Too late.  "Talk about your Freudian dreams…"

"We were talking about yours."

"Hey, you brought yours up on your own.  I didn't ask to hear about your subconscious."

"But I did ask to hear about yours."

"Yeah, you did."  Peter threw up his hands.  "I don't know.  I guess I am on some level.  I mean, my powers may have messed up my life on a lot of levels, but they were MINE."

"They were a big part of your self-identity."

Peter looked frustrated.  "I was a klutzy, geeky 98-pound weakling.  And I hated it.  And then, suddenly, one day, I've got these incredible powers, and my whole life changed overnight.  And I actually LIKED it.  And now, I don't have that.  And this is going to sound stupid, but I miss them."  He tried to get a grip on his swirling emotions.  "I mean, don't get me wrong, your powers are pretty incredible, and I'm sure if I'd gotten THEM from a spider bite, I'd have probably gotten used to them by now and learned to like them, too…"  He let the sentence trail off, unable to put words to his inner conflict.

Stephen understood, because he was having a similar problem putting words to his own discomfort.  "You know what I miss?  The noise.  Manhattan is a very noisy place for an adept, even for one as spectacularly psychically unbalanced as I am."  He thought about it for a second.  "Was.  Whatever.  Anyway, for the first time since I was thirteen, I'm surrounded by almost complete silence.  And it's too quiet.  It's driving me batty.  I mean, normally my mind just surges and swirls and reacts and practically grabs hold of everything around it, and I LIKE that.  There are times when I'm trying to drain my psyche after a long day and I just let my thoughts go and they carry me places I can't even begin to describe.  And when I climbed in bed to get some sleep earlier, I realized that the only things around me were the four walls of my bedroom.  And I couldn't reach any farther than that."  He sighed.  "So yeah, I know exactly what you're talking about."

"So it sounds like we're both suffering from the same disorder.  And the only cure is to find Chameleon."

"Which means we actually have to get out there and start looking."  He glanced over at the clock by Peter's bedside.  "Hey, what do you know…we could actually make the meeting for the Classic's overnight edition if we left right now."

Peter laughed.  "Wouldn't that shock the Hell out of everyone there?  Peter and Stephen actually attending a staff meeting."  Then his eyes widened.  "Or maybe not…"

"…if Chameleon really is after us and not our superhero alter egos," Stephen said, completing his thought.

"Of course," Peter realized.  "He'd have the Classic staked out, looking for us."

"What say we make ourselves easier to find?"

"And maybe announce our plans for a world tour?"

"Or at least a good month or two abroad, covering some big news story of choice…"

"…forcing Chameleon to make his move now or lose us for good."  Peter shook his head.  "This plan is insane."

"You got a better one?"

"No.  So we'd better get moving on this one."  He gestured toward the balcony with his head.  "Get back to your place and call us a cab, would you?"

Stephen laughed slightly.  "Moe is really going to be suspicious."

"Well, if this works out, he may not have to be suspicious for much longer."

"Let's hope not.  See you in a few."

Chapter 7

"The Classic," Moe said disbelievingly. He looked pointedly at his watch. "The Classic. The newspaper Classic that you work at."

"Is there something wrong, Moe?" Peter asked innocently. 

"No. Not at all," said Moe just a bit too quickly, and the cab pulled out into traffic.

***

The Classic was still fairly active, despite the lateness of the hour. Reporters worked desperately at their stories, their deadlines coming ever closer. A small crowd gathered around the coffee machine, and eventually, editor Clyde Marsh called order to the circus, and the top reporters filed into the meeting room, for the late meeting over the next morning's stories.

The elevator dinged, and a small boy came out, boxes in his hands, another Classic intern, making a late night pizza run. "Thanks Jimmy, "I'll take those," Clyde shouted and headed across the room to take over.

As the pizza boxes changed hands, the second elevator dinged, and out came Peter Parker and Stephen Cranston.

The editor turned, saw who it was...

...and the pizza boxes hit the floor with a thump.

"Good Lord," he said after a long moment of stunned silence. "You're- You're HERE! At the OFFICE! " He checked his watch. "Not exactly normal hours, but hey, small steps, right?"

Stephen and Peter headed for their office without a word.

Marsh fished more cash from his pocket and threw it at the boy. "Clean up the mess, and get another order of the same. You can keep the change." He hurried after the duo.

With a sigh, the intern gathered up the mess and pressed the button for the elevator.

He ran to catch up with them, the stupid grin still on his face, when Peter spun and gave him a hard look. **_"You have staff waiting in the meeting room. We will be in soon, banter can wait."_**

****

Marsh's eyes started to glaze, and he headed for his office.

Peter pinched the bridge of his nose, but still had the look of pure triumph. "That was so cool. I have to remember that one."

"Don t get too hyped," Stephen admonished. "A lot of people get arrogant at this stage."

Peter thought for a moment, then shook his head. "You'd think that I of all people would learn not to let newfound power make me self-absorbed, huh?"

Stephen logged into his computer and began quickly typing and clicking through several windows. "It happens subtly. Good thing I'm here to keep your feet planted firmly on the ground."

"And me, to keep yours off the ceiling."

The men cracked up.

***

"O.K. people, story distribution time," shouted the editor. "First, Bishop, I'm giving you the interview with the weather bureau about the newest el nino weather pattern."

Bishop groaned. "An hour of statistics reducible to the phrase: 'Rain Rain, go away.'"

"Blake and Noel are heading to Texas. You're going to get us some shots of the National Fire Rescue Squad Games finals at the Alamo."

"The Alamo, huh? I forgot the Alamo," quipped Peter Parker's sarcastic voice from the door.

The whole room turned, and someone dropped a coffee cup with a loud clatter against the floor. The room burst into whispers as Stephen and Peter entered.  Peter sat, and Stephen headed over to his still-stunned editor. "Don't let us interrupt," Stephen said to the room as he slid a piece of paper under Marsh's nose. "Sign this, would you, boss?"

Marsh absently signed it. "What is it?"

Stephen picked it up and took a seat at the head of the table. "Just an authorization to use the darkroom after closing hours."

"You mean that you're planning to stay at the office for more than ten minutes?" blurted Marsh.

"Well, eleven minutes at least," agreed Peter.

The room burst into laughter.

Marsh got himself under control.  "Edmund and Michael, you get to head to Seattle and cover the Microsoft takeover of Quest Industries."

"And maybe after the interview I can get a Windows 95 update finally," growled Edmund.

A round of collective agreement.

"Hey, guys, the budget doesn't cover these things. We've gone over this before," bellowed Marsh. "I know it stinks, but when the belt tightens we all feel the pinch. Now--"

"Well, that's eleven minutes," declared Stephen loudly, looking at his watch.

Peter checked his own. "Yep. Let's go."

Both men got up, to the stunned silence of the room. Marsh recovered first. "Where are you going?"

"India," Stephen answered. 

"What?" exploded the room in disbelief.

Edmund was particularly annoyed. "Cranston can get a flight to India and I can't get a freaking computer upgrade?"

Marsh ignored him. "What the Hell makes you think that I'll allow that?"

"You already have," Peter told him happily.

Stephen made the point clear by holding up the piece of paper.

"That paper was supposed to be authorization for the darkroom," spluttered Marsh.

"That's right," Peter replied.  "We'll need the darkroom for the pictures I'll be bringing back of the frontlines of the India-Pakistan War."

Stephen flashed the authorization slip one last time, then folded it and made it disappear in a flourish of prestidigitation. "Next time, read the fine print. See you in two months, guys."

Marsh was doing a slow boil. "What's the point of giving you guys an office if you're never in it?"

"Because it makes a great place to put our Pulitzers," answered Peter as he headed for the door.

"I don't know why I pay you two," grumbled Marsh to himself. "I think you do this to me for fun. You never show up for staff meetings, I page you, you ignore me--"

"Now that's not fair!" Stephen responded in mock annoyance. "We never ignore you, we just never have our pagers on."

"Then what's the point of having pagers?" asked Bishop.

"It helps get us out of long pointless conversations." Stephen told him. Suddenly, his pager beeped. "Excuse me," he said to the room, then ducked out to answer the page he'd sent himself just a few minutes earlier to give himself a convenient way out of the meeting.

As his partner vanished, Peter gave Bishop a mischievous grin. "See how fast it works?"  Just then, his pager beeped also. "Excuse me," he said to the room, and ducked out also, leaving a thoroughly stunned room behind him.

Marsh was about to start the meeting once again when Peter stuck his head in the door. "By the way, boss," he said, "that's a really nice new desk you've got in your office. Is that oak?"

"OAK!" bellowed Edmund. "You sit here carping on and on about the budget while buying yourself a new..."

Peter grinned at the chaos he had created and turned back to the door, accidentally knocking over the intern once more, sending his load of pizzas sprawling.

Amid the outraged screams, Marsh sullenly pulled out his wallet and started giving the intern cash once again.

Nobody noticed Michael stand and follow the men.

***

Stephen felt the tell-tale tingle in the back of his head. Catching a reflection in the window, he saw Michael. The man was watching them with a dark look on his face. Without taking his eyes off the men, Michael began making a phone call.

"I think we got a bite," Stephen whispered to Peter.

***

"Yeah, I'll be home soon, honey. No, I'm fine. I just got a reminder of who really runs this madhouse." Michael paused from his phone conversation to throw the departing reporter duo another dark glare. "Yeah. O.K. See you."

Michael followed the men to the door.

***

"You're right, he is following us," whispered Peter.

"Stairs!" directed Stephen.

The duo went right past the elevators and down the stairwell.

***

Michael stopped at the elevator and hit the button, then looked at the display above the door.

One elevator was going down, the other was way up above his floor.

Michael snorted. No way in Hell he was going to wait ten minutes for an elevator to take him twenty feet down. His wife had been on him to lose weight and get some exercise anyway. With a sigh, he also headed for the stairwell.

***

"Here he comes," warned Peter.

"Split up and go for stealth," hissed Stephen, heading left.

Peter nodded and headed right. As he walked, he grew nervous. He felt his jarring stride speeding up involuntarily and fought the urge to break into a run. Where was Michael? The danger sense that was always there to save his life was silent. Michael could have been three feet away. Closer than that!

Finally, unable to stand it, he ducked around the corner of an all-night convenience store, and poked his head just around the corner.

Michael was headed his way.

With a deep breath, Peter ducked back out of sight and concentrated, trying to harness the fear and his mental adrenaline to spin up the vortex of psychic energy to push the stream of conscious thoughts away from him.

Moments later, Peter Parker vanished.

A coil of black ran along the wall and danced across the pavement, merging with Michael's shadow, vanishing from anyone's perceptions completely.

Except for the man slinking along the wall, twenty feet above them both, who had been diving from one shadowy corner to the next, watching the odd behavior beneath.

Michael entered the store and headed up to the counter.  "Hey, Dennis," he called to the shopkeeper.

"Hey, Mike," answered the man behind the counter. "How's tricks?"

"Same old same old." Michael pointed to a brand of cigarettes. "How's the family?"

"Not bad." The shopkeeper pulled down a pack of cigarettes and put it on the counter. "Our little girl has the flu, though."

"Oh, that's a shame." Michael was pulling out his wallet. "Give Christie my best, O.K.?"

"Sure thing.  You want a bag for that?"

"Nah.  Got a book of matches, though?  I'm out."

Neither of them noticed Michael's shadow detach from him, slide to the door, and head out into the late afternoon.

***

With a sharp breath of exhaustion, Peter reappeared in the alley.  He'd never felt more worn out in his life.  How the Hell did Stephen do this, anyway?  Peter had never thought of mind-clouding as being strenuous work until he had to do it himself…

"Well?" asked a voice from above.

With a loud yelp, Peter jumped and spun.

There on the wall, looking down, was Stephen.

"It wasn't him," said Peter, quickly recovering. "Not unless he's been Michael for a long, long time."

Stephen sighed and dropped to the ground. "False alarm.  Sorry."

Peter shrugged.  "The first week I was in Manhattan, I thought I saw criminals everywhere.  My spider-sense didn't let up a bit.  Sometimes that's a good thing.  But you just have to get used to what's an immediate threat and what's just standard New Yorker behavior."

"You'll pardon me if I hope I don't have to.  So, how did it feel being invisible?"

Peter grinned. "It's amazing what you feel like doing when you can't be seen."

The men headed back onto the street, looking for Moe's cab. "Tell me about it," agreed Stephen. "There was this guy at school who picked on me when I was young, and the first thing I did when I mastered mind-clouding was to follow him around for a day and tie his shoelaces together whenever he sat down."

Peter laughed. "Well, far be it from me to ever hold a grudge, but to this day, once a month I go to the home of Flash Thompson, the man who made my life hell, and I web all his doors and windows shut. For one day a month, he can't get out of his house."

The men shared an evil chuckle.

Suddenly, Stephen straightened. "We're being followed again. About ten feet back, at 11 o'clock."

Peter stole a glance in a storefront window's reflection. "Yep. Guy with a coat."

Stephen gestured with his eyes at a narrow one way street, and the men turned. The moment they were out of sight of their pursuer, Stephen leapt a full story up the wall, and Peter vanished into invisibility.

Their tail came around the corner, and drew a knife, suprised to see his quarry had vanished. He turned back the way he had come...

And Peter's fist smashed into his face.

The man reeled, and tried to slash with his knife, when another hand came from nowhere and grabbed his wrist and squeezed with a grip that would have bent steel. The man screamed as he felt his bones crack, the knife clattered uselessly to the ground, and the two men shoved him against the wall.

As the man screamed helplessly, Peter pulled his jacket open.

No duplicator.

"What do you want?" hissed Stephen.

"Let me go, man!" begged the mugger. "That really hurts, I just needed some money for food. OW!"

Peter and Stephen shared a frustrated look.

Stephen released the man. "Try the Salvation Army," he growled.

Their would-be attacker ran, and the duo headed back into the main street.

Chapter 8

"I'm really getting sick of this," pronounced Stephen as they walked.

"Tell me about it," agreed Peter, waving as Moe's cab came closer.

The cab pulled up, Moe behind the wheel, and the men entered.  "The Cobalt Club," directed Stephen.  "I need a drink."

Moe nodded and floored the accelerator.

"This whole thing is getting on my nerves," Stephen whispered to Peter. "We should just go back to the Classic and put a notice into tomorrow's paper that we're leaving for an extended sabbatical."

"Should we write down why?"

"No. We could never prove it."  Stephen could feel the spider-sense jangling his nerves even more intensely than before, so intensely that this time he was certain it wasn't a false alarm.  But if it wasn't a false alarm, they were in a lot of trouble. He tapped Peter on the shoulder discreetly and rubbed the back of his skull.

Peter understood at once, and started looking around through the windows.

Stephen was looking too, until he noticed that the cab had gone right past the Cobalt Club, and Moe had floored the accelerator. 

Peter had noticed too. With an uneasy look, he gestured to Moe with his eyes.

Stephen nodded. "So," he said to the driver casually, "you been driving long?"

"A few years," Moe said. The back doors both locked with a click.

Stephen was stunned. It was clear that this man was not Moe Shrevnitz. But the illusion was so real. For the first time, he began to wonder if this illusionist was better than he was. He immediately tossed that thought aside, and reached into his jacket for one of his guns.

But before he could draw, Moe laughed at them over his shoulder, and pulled a brick out from under his coat. "See you in Hell, fellas," he cackled, and shoved the brick against the accelerator.

Moe leaped out of the cab, and as he rolled along the ground, there was a flash of green light, and where Moe stopped rolling, an old lady stood up and hobbled away.

Peter started climbing over the front seat, but his partner pulled him back. "No time."  He pointed out the front.

The cab was careening toward a gas station.

Stephen was already grabbing his costume from the drawer under the seat.  Peter grabbed his costume from the other drawer, but only had time to grab the mask. He was about to slip it on when Stephen grabbed it out of his hand and slipped it on his head, then yanked a web shooter out of the drawer in rapid succession.  He swiveled around and kicked the passenger's door with both feet, blowing the door straight off its hinges.  "I need the mask now," he said. "You can vanish."

With that, Stephen grabbed Peter's shoulder and leaped out the door, Peter trying like mad to spin the mind-clouding vortex as they leapt.

The cab smashed into the gas station as Stephen reached the apex of his leap.

The whole station exploded in a massive fireball, and the boys were propelled another ten feet on the rush of heat, flames hurling themselves up to meet them.

Without even slipping it on, Stephen hit the button on the web-shooter. A web-line fired itself out, and Stephen felt the jolt as it connected to the underside of a balcony.

Grabbing at the web, he lost his grip on the shooter, and it fell into the flames. Stephen could feel his partner  grab around his neck, and held onto the web for dear life, as the fireball caught them, and hurled them at a different angle. A macabre part of Stephen's surprisingly fast working brain thought that nothing could get worse,when he felt the web in his hand catch alight.

The men swung, bounced off the side of a building, and almost flew toward the other side of the street, when the web line burned through and broke.

On reflex, Stephen turned, feeling his invisible friend spin with him, and caught a wall with one hand. The weight of his partner slammed into him, Stephen grunted, lost his grip, and fell to the ground.

Peter resolved into visibility and sat up, three feet from Stephen. "Let's not do that again any time soon," groaned Peter.

Stephen could only nod for a few moments, until a terrible thought struck him. "Where's Moe? The REAL one?"

Peter's eyes widened. "We have to find him. We should start at the block where The Classic is. That's where we saw him last."

Stephen peeled off the Spiderman mask and shoved it into his pocket. "Let's go."

***

Moe had been walking down the street for ten minutes, and there was still no sign of his cab. Moe could not believe it. "I was out of the cab for 2 minutes," he grumbled to himself, "and the car gets stolen. The boss is going to kill me."

Even as he was saying this to himself, he turned the corner and practically walked into Peter and Stephen.

"Boss...," he started to say, when suddenly, Stephen moved, faster than Moe had ever seen him go, and threw him against the wall of a building. He was about to ask what was happening, when Peter pointed a gun in his face. Moe started shaking.

"Don't move!" Peter ordered with a voice of steel.

Stephen opened Moe's jacket. "No duplicator," he reported, and put Moe down.

Peter put the gun away. "Sorry, Moe. Are you O.K.?"

Moe took a breath. "I was a lot better thirty seconds ago. What the Hell is going on?"

"The Chameleon," Peter explained. "He turned himself into you and stole the cab."

Moe nodded. "I was only out of the cab for a moment. I was getting a cup of coffee."

"Don't worry about it, Moe," assured Stephen. "Do me a favor and call Uncle Victor, tell him we need a lift."

Moe nodded and headed for a pay phone.

"Oh, and Moe?" Stephen called.

Moe turned around.

Stephen looked frustrated.  "The cab is not going to be drivable for a while."

"Why not?"

"Because it crashed into a gas station about three blocks from the Cobalt Club."

Moe sighed and nodded again, then headed for a phone booth.

As he left, Peter and Stephen sank down on the curb. Peter said it first. "We handled that beautifully, didn't we?"

Stephen made a sound of agreement, and looked from left to right, searching, preparing, watching. "I think we're getting just a wee bit paranoid."

"Who told you to say that?" Peter joked.

Stephen almost laughed. "Let's get somewhere less exposed."

Peter nodded.

The pair walked around behind a nearby building to a very secluded parking lot, off from the street.

Stephen noticed that Peter had kept one hand on the gun that he had grabbed from Stephen during their exit from the taxi. He also noticed that he himself had been looking hard at every person they had passed, and listened for the spider-sense at every step. He let out a breath. They had been getting increasingly paranoid for the entire day.

***

Peter had snuck into a dark corner, and Stephen was about two stories up the wall, when a limousine pulled into the parking lot. The door opened. "Peter? Stephen?" called Victor Cranston's voice.

Peter and Stephen jumped out of their hiding places and entered the limo. 

"Hey, Uncle," Stephen said, then looked to the driver.  "My office please, Jeff."

The limo pulled back into the street, and Victor Cranston, the last man to wear the mask of The Shadow, slid up the privacy screen. "So, you boys want to tell me what's going on?"

Without a word, Peter pointed a gun at Victor. "Open your shirt," he ordered.

Victor gaped.  "Peter, have you lost your mind?"

"Don't argue, Uncle, just do it," demanded Stephen.

Victor lifted his shirt. No duplicator.

Peter sighed, nodded, and put the gun away.

There was a nuclear silence for about thirty seconds.

"So," Victor said archly. "Did you interrupt my relaxing evening and demand I come give you gentlemen a lift for any reason other than to put a gun in my face? Why are you taking the limo this time, anyway?"

"Moe's cab missed its scheduled maintenance," Peter said.

Victor gave him his usual look of slightly disapproving amusement, and was about to ask Stephen for details, when he stopped, froze, and looked back at Peter.

Peter gave him a cool stare.

Victor looked at Stephen, Stephen looked back.

Victor looked at Peter, Peter looked back.

Victor looked closely at Peter again and sent a slight telepathic wave toward him.

Peter felt it hit his mind, and winced slightly.

Victor's eyes widened and looked Peter in the eye. Looked again for any signs of a mask. There weren't any. Victor looked for a mask on Stephen's face. No mask there either.

Victor looked at Stephen, Stephen looked at Peter, Peter looked at Victor.

Victor bit his lip, calmly sat back, and took a deep breath.

"Something wrong, Uncle?" Stephen asked innocently.

Victor did not speak for a while. "So, what's happening?"

"We're filming a Doublemint commercial later," Peter quipped.

Victor laughed despite himself. "Yeah, that's Peter, so it's not a mask trick. So what's going on?"

"We are...," Stephen began.

"In trouble," finished Victor.

"Yes," confirmed Peter.

"How?" Victor asked crisply.

The limo pulled to a stop.  "It can wait until we're behind closed doors," Stephen explained.

"I doubt that," Victor retorted, but he opened the rear door and climbed out of the limousine.

The two mixed-up heroes climbed out right behind him, each watching the alleyway and every passing face with increasing suspicion until they finally made it around the corner and down the hidden staircase.

Once they were in the Sanctum, Victor said it again. "What's going on?"

Stephen looked at Peter, Peter looked back.

Peter made a slight 'go ahead' gesture, and Stephen nodded.

Victor watched as Stephen walked straight over to the wall, and, not even slowing down, started climbing it.

Victor sat down, very suddenly, and his jaw dropped. He turned to Peter. Felt his eyes bulge. Peter was appearing, and disappearing, clearly at will.

"Are you O.K.?" Stephen asked, crouching on the ceiling.

Victor suddenly realized that he was acting like a man having a heart attack, and tried to calm the muscles in his face. "What the Hell?" he asked finally.

"It's..."

"A long story?" guessed Victor.

Chapter 9

Twenty minutes later Victor sat stunned in one of the Sanctum's leather chairs. "The Chameleon? I heard rumors about him for years. Not by that name, but just a shape-changing mercenary. There were stories that he shot Kennedy by mimicking Lee Harvey Oswald, then trading him back to take the fall, I heard that he transformed into Elvis to fake the man's death, then transformed again before the burial. I heard that he was the guy who set off the 93 Trade Center bombing, then got away as one of the nurses. You guys are going to have a hard time on this one."

"No kidding," said Stephen, still on the ceiling.

"So you guys are going to make a public announcement that you are leaving for a world tour so that he will be forced to make his move faster than he would like, so that you can nail him and get your powers switched back?"

"That's the plan," confirmed Peter.

Victor looked thoughtful. "That has to be the most ridiculous plan I have ever heard. Any other time, I would give you a long constructive, point by point, critique of why that is a really lousy excuse for a plan, but for now, it sounds like a plan. Good luck."

"Uncle?" Stephen called from the ceiling. "Are you wearing a toupee?"

Peter burst out laughing.

Victor glared daggers at Stephen. "No," He said shortly.

Stephen cocked his head. "Are you sure? 'Cause from this angle, it looks kinda like..."

"GET OFF THE CEILING!"

Peter was giggling helplessly. And Stephen was desperately fighting a grin.

Victor glared at Peter, who suddenly swallowed his laughter with a gulp.

Victor gathered his composure. "I am leaving. I mean, who needs dinner, anyway? But still, call me extravagant, but I feel like getting some food, maybe a good stiff drink, maybe even a few hours of sleep tonight. IF you two aren't planning to call me again?"

Stephen and Peter traded a very short look.  "Moe's cab is a wreck," Peter reminded Stephen.

"I hadn't thought of that," Stephen agreed.  "Uncle, could you hang around for a bit?  We may need discreet and trustworthy transportation back home."

Victor sighed.  "I don't suppose you've restocked your bar lately?"

"Just last week."

"Good."  Victor headed over to the sidebar to fix himself a good, stiff cocktail.

Stephen dropped to the floor. "I think I hit a nerve there."

Peter nodded and sat down at the Sanctum's main console, clicking a few windows and opening a word processor. "O.K., we have a public announcement to write up."

"O.K. Let's see. Just make the point clear that we are leaving. 'The Classic wishes luck to its star reporter team of Stephen Cranston and Peter Parker. The team will be leaving on Wednesday, and are spending the near furture traveling the globe, bringing New York closer to the rest of the world. First to the India/Pakistan border, then the Singapore economic conference, then to various cities around the world, to show us the wonders of the earth. We at the Classic hope that their star team will not forget home sweet home New York, and look forward to the day they return.'"

"I notice you didn't specify the return date," Peter said as he typed. "I assume that's deliberate."

"Yes it is. That'll be on the front page tomorrow."

Peter paused. "I doubt it, what with the scene we made at the meeting. I wouldn't be surprised if..."  He trailed off as Stephen handed him the permission slip.

"Clause 3a," directed Stephen. "'Notice of world tour assignment will be posted on the front page of each section of The Classic, for a period of three consecutive days prior to departure.'"

Peter burst out laughing again. "Smart. Very smart. Now we have to limit our exposure. Make ourselves hard to find."

"We have to make him think we are hiding," agreed Stephen. "Then we can allow ourselves to be found, only once, so that he has no choice about where or when to strike, and we can control the situation."

"Then let's get busy," declared Peter.

***

"What am I paying you for?" Kingpin bellowed across his office.

Chameleon looked annoyed.   He was enjoying a nice, relaxing breakfast in bed when the fat blowhard who'd hired him had called with a summons to appear immediately.  "I took care of them," Chameleon retorted.  "There wasn't time to make the hit as Spiderman.  I took the shot I had."

"You did, did you?"  Kingpin tossed his copy of the Classic across the room at the pasty-faced assassin.  "Read the front page, you twit!"

Chameleon read the announcement placed below the fold on the front page.  "Probably not time before press time to pull the story," he said.  "You should frame it.  It'll be a collectors item, like the infamous 'Dewey Defeats Truman' paper..."

"Shut up!"  Kingpin snatched the paper back and circled a story on the front page, then nearly hit Chameleon in the head with the folded newsprint.  "Read _this_ one, you idiot!"

Chameleon read it.  "A cab fire.  Caused by me.  Or rather, the brick I put on the accelerator to run it into the gas station.  So?"

"Read closer.  No bodies were found.  Not even parts.  And the firemen were on scene within five minutes.  So unless they were charred to ash impossibly fast, YOU MISSED AGAIN!"  He snatched it back once more and this time did hit Chameleon in the head with it as he rolled it up into a paper bat.

Chameleon seethed.  "I don't know how.  Unless they've got some guardian angel who came down and swooped them away..."

"Or some shadowy spider, maybe?  I told you those two work for that laughing lunatic and his muscle-bound arachnoid partner.  You can never take anything for granted.  You didn't finish the job!  Not only that, but NOW they're leaving the country for months!  You've probably lost them for good!"

Chameleon stood up.  "I'll find them," he said.

"How?"

"Leave that to me."  He stood up to go, then flashed his duplicator.

Kingpin stared at the perfect likeness of the bodyguard who'd escorted Chameleon up to the crime boss' office.

"Don't forget what I can do," the doppelganger said.  "Or frustrating newspaper headlines may not be all you have to look out for from now on."

Kingpin fumed as Chameleon left the office.

Right Arm came into the office and gave an odd glance at the departing bodyguard he hadn't seen enter, then looked over at his boss.  "Something wrong, sir?"

"When all of this is over," Kingpin hissed through clenched teeth, "remind me to hire all-new bodyguards."

***

Stephen Cranston was about to climb the walls.  Except he'd already done it at least a half-dozen times since waking up this morning and had by now explored every inch of the non-horizontal surfaces in his condo.  He was feeling trapped in his own home, unable to go out for anything, unable to even venture down to the lobby to check the mail or get a paper.  Yesterday it had seemed like a good idea for him and Peter to hide out in the comforts of their own condos, waiting to make Chameleon impatient to make a final strike against them, to hopefully get him in a position to switch back their powers before he could end their lives.  But it hadn't even been a day, and Stephen was going stir-crazy from the wait.  He'd crushed the TV remote like tissue paper in his hand earlier and snapped his favorite DVD trying to get it out of its case, and having no outlet for all this pent-up energy and super-strength that he still didn't have complete control over was just maddening.  Frustrated, he hopped from floor to ceiling again and dusted away a stray cobweb in a corner.

"**_Climbing the walls over there?_**" Peter's disembodied voice called.

Stephen frowned.  That was the other frustrating thing about the wait.  He could hear his own powers over in Peter's place across the hall, occasionally projecting stray thoughts from Peter's overactive brain through the air.  What he wouldn't give to have them back once more...

"**_Yeah, well, the feeling's mutual._**"

Stephen hopped to the wall closest to the shared hallway that separated the two condos.  "You know, I don't listen in on you when you're in your own private space," he snapped in a loud voice.

"**_You know, you don't need to yell.  I really can hear you think.  Which is kind of odd, because you always swear you don't read minds._**"

"Don't, not can't.  There's a difference."

"**_I know, and I used the term correctly.  You swear you don't, but I'm having a hard time believing it, because it's almost impossible for me to avoid hearing you thinking._**"

"You're used to my thought patterns.  It makes them easier to listen for."

"**_Yeah, but I'm not even consciously listening.  At least, I don't think I am._**"

"So what am I thinking now?"

"**_That you're fed up with all this and you'd kill for a cinnamon croissant and double-shot espresso._**"

"Yeah, like I need caffeine right now."  He frowned.  "So what are you up to over there?"

"**_Mixing web fluid.  My pre-mixed cartridges are over at the Sanctum, and we can't exactly go back there, can we?_**"  He paused.  "**_Why don't you come over here?  Change of scenery might do you good._**"

Stephen sighed and hopped to the floor, then scooped up his keys and a t-shirt and headed across the hall.  He started to knock on the door, but heard the deadbolt snap open before he could.  The knob shook for a moment, then turned and the door opened.  Stephen walked inside...and was curious that no one was in the vestibule, not even a shadow.

"**_Back here._**"

Stephen looked up to see the lights from Peter's small lab casting the shadow of him mixing chemicals.  "Practicing your telekinesis?" he guessed, crossing to the doorway.

Peter paused a moment, a hesitation that Stephen recognized as a relatively inexperienced adept engaging the vocal speech process instead of the more natural action of projective conversation.  He'd had the same problem when he first learned the feat.  "My brain is about as jumpy as your muscles," Peter finally replied, not looking up from his careful blending.  "I've snapped every lock and turned every doorknob in this place at least a dozen times.  Though it did come in handy for reaching chemicals on shelves that aren't normally out of my reach."

"Yeah, I'd imagine so."  Stephen sighed.  "Sorry I dropped your web shooter into the fire."

"That's why I make sure it's on my wrist and not just in my hand.  It'd be like firing one of your guns with just your finger inside the trigger guard."  He twirled a glass rod in the solution and pulled it out, watching the fine stream of liquid coagulate into a polymer chain.  "Perfect."  He loaded a cartridge into a small device, then poured in the liquid and added pressure to the contents.

"You're a lot calmer than you were when this first started," Stephen observed.

"And you're a lot more tense.  Spider-sense still going crazy?"

"It's worse than a migraine.  My head never stops buzzing, even up here.  Intellectually, I know that no one can get up here and get to us without us knowing it because this is a private floor and it's locked down tight, but I feel like we're trapped here and if we take one step out, we'll be overrun."  He rubbed the back of his neck, then stretched his back and shoulders.  "Good grief, my muscles are so tight.  I've crawled and reached and flexed and bent and I still can't get loose.  Not to mention I'm still crushing things if I don't think about what I'm doing.  It's aggravating."

"So you don't like having all that strength in your head in your body instead, huh?"

"You got that right," Stephen started to agree, then looked at Peter oddly.  "What makes you phrase it that way?"

Peter finished loading the last of his web cartridges, then turned to Stephen.  "Just the way all these waves of energy keep surging inside my brain.  At first I thought it was just that I didn't have very good containment walls and release techniques, but when your uncle poked around inside my head to figure out what was going on, I could feel the surprise in his thoughts.  You are a lot stronger psychically than you've ever let on."

"I think it's because you're not used to it."

"No, I don't think so.  I think you deliberately pull your mental punches and hold back your psychic powers.  You always say you'd give your right arm to be half as strong as your uncle, let alone your grandfather, but I think you already are at least on your uncle's level.  I mean, your uncle snapped his mental guard up pretty darn quick when he first realized that he could feel the wrong one of us thinking loudly, but not before I pushed back against his probe and actually felt him shake a little.  I'm having a hard time believing that you honestly think you're not right up there psychically with the best of them."

Stephen scoffed.  "Preposterous."

"Is it?"

"Of course it is."

Peter shook his head.  "I can understand why you wouldn't want to admit it, but it's true."

Stephen leaned against the doorway.  "O.K., let's say it is true.  Why would I hold back?"

"Because you know you're a lot like your grandfather in more ways than you'd ever like to admit...or have anyone know about.  Power corrupts, and absolute power corrupts absolutely, or so you've always been told.  And on some level, you think if you just don't let all those mental powers of yours run loose or channel them into some other outlet like thinking about problems or healing your body ultra-fast, you won't get caught up in the evil that your grandfather got caught in.  But it's gotta be hard for you to hold them in all the time.  It's gotta be.  Because I'm having a hard time forcing myself to speak out loud, much less not grab things with my brain or break windows with projective bursts.  What I don't understand is why you hold back so often when you could be letting go.  I don't get it.  You told me you let your thoughts carry you away when you're all alone at night, and I suspect you let your guard down when you're alone with your uncle, but I realize now you're obviously not completely comfortable letting go in front of me.  I mean, you see the way I sit on walls or hang from the ceiling when I'm relaxing.  It wouldn't bother me if you did that sort of thing."

Stephen looked over at Peter.  "Did I ever tell you how my grandfather died?"

"No."

Stephen felt himself moving into a seat on the wall.  "Remember when I told you that your body and your mind share common resources to balance both sets of metabolisms?  When psychics age, their minds get stronger as their bodies get weaker.  It takes a lot of work to keep the energies in balance, because the body isn't strong enough to hold up its end of the metabolism balance, so the energies kind of pool in the mind because there's nowhere for them to go.  Still, though, a well-trained psychic can hold back the hands of time for at least a while, enabling them to have the stamina to keep up with younger men for longer than you'd expect.  Granddaddy was 60 when he retired and left the job of being The Shadow to Uncle Victor, which left him without a regular outlet for his mental energies.  For a couple of years, he was able to keep up the balance.  Then he lost his wife to cancer and lost a lot of his will to go on...and just a few months later, had a massive heart attack."

Peter raised an eyebrow.  "And his body lost all its strength."

"And every bit of it ended up inside his psyche, according to Uncle Victor.  He said that by the time Granddaddy died, his mind was strong enough to knock down walls...but he couldn't even hold a teacup."  Stephen looked chilled.  "The notion that I have anything close to that level of power scares the Hell out of me.  The notion that YOU feel that much power running through your brain scares me even more."

"Because you're afraid I'll get hurt."

Stephen nodded.

"Then maybe we need to accelerate this plan."

Stephen raised an eyebrow.  "I thought the idea was that we were going to make Chameleon uncomfortable, not ourselves."

"Well, sometimes you have to go with plan B.  And besides, I think part of the reason your spider-sense keeps tingling and you're so on edge is that he's probably waiting for us right outside the building, watching to see when we're leaving for the airport for our 'round the world odyssey.  So maybe we should give him something to really watch."

"Like us leading him into a trap."

"Can you think of anything you'd like to do more?"

Stephen smiled coldly.  "Absolutely nothing."

Peter shared his cold, determined smile.  "Then let's do it."

Chapter 10

Chameleon tossed away his binoculars and ran for the stairs. He had been across the street in a hotel room, watching the building where his targets lived for the last day and a half, and now, finally, they had made a move.

As he ran down the stairs, he hit a button on his duplicator, and by the time he reached the ground floor, he was a twelve-year-old boy. He made sure his gun was well hidden, and went outside. He looked around the street.  Cranston, clad all in black, and Parker, in a loose sweater and casual slacks, had made it to the corner.  Each had an overnighter-style bag slung over a shoulder, an odd choice for two men who were supposed to be leaving the country for weeks, maybe even months.  But, he decided, maybe they were purposely traveling light.

The Chameleon went to his nondescript cargo van that was parked nearby, and opened the back door. It was a very large van, filled with accessories for every possible guise. He picked up a scooter and closed the doors, taking off after his quarry on wheels.

He noticed with a grim satisfaction that they were walking, not trusting public transport. He also noticed that they were watching every face with outright suspicion. He relished in the fact that they were afraid. They had humiliated him; this was personal now, and he was going to take great pleasure in gutting them both.

***

Stephen straightened up slightly as his spider-sense buzzed louder. "Thirty-five seconds since we walked out the door," he whispered to his partner. "He's getting just the tiniest bit slow."

Peter nodded, and the men stopped at a hot dog stand. As Peter bought a can of soda, Stephen took the opportunity to look around and try to triangulate his spider-sense warning.

Peter paid the money, and the men started walking, just a bit faster now. "It's either an old woman with a cane, or a kid on a scooter," whispered Stephen.

Peter nodded. "Let's not shove a gun in their faces this time."

Stephen gave a bitter grin. "As we planned, then?"

Peter nodded, and they continued on till the end of the street. When they got there, they split up. Stephen headed left, Peter headed right.

***

Chameleon came to a stop at the intersection and pretended to decide which way to go, just like any kid on a scooter would. What he was really trying to decide was which target to follow. Obviously Parker and Cranston had been expecting a tail, and were trying to lose him. That didn't matter so much, he would find them both. So the question was, which target did he want dead most? That was easy to answer, and Chameleon headed off after Parker.

***

Peter headed into a discount store, and headed down the far aisle, watching the door. Within minutes, the kid entered, the scooter under his arm, and the old woman just behind him. Peter quickly glanced around, and concentrated, trying to calm his nerves enough to create a mind clouding suggestion. Anyone around would have seen Peter Parker vanish.

Peter stayed close to the shelves, trying to avoid the telltale shadows. He looked closely at the candidates for Chameleon. The kid was wandering along the aisles, looking down each one, throwing glances to the directories overhead. The old woman was at the magazine rack, which gave her a clear view of all the exits.

Peter was trying to get a look at both of them for the duplicator, but had to jump aside before he was run over by a shopping cart. Deciding to follow the kid, Peter marveled at the precision of his partner's abilities; there was not even a hint of recognition from the people around him, and they had no clue that he was right here.

The young boy had finally decided to go down one of the aisles, and Peter followed, pulling out his radio, and pressing a button on the side.

***

Stephen was outside, on the roof above the entrance to the store, wearing a ski mask, because he was concerned about his usual hat, cloak and scarf falling off. He was watching people come and go, when he noticed the small light on his radio blink on and off. It was using a form of altered Morse code, and the message told him to follow the old woman. Stephen understood that Peter would be following the kid.

The old woman came out and hobbled onto a bus, which pulled away soon after. Stephen leaped, somersaulted, and landed on the bus in an easy crouch, keeping low to lessen wind inertia, as the bus rumbled down the street.

***

Chameleon had wandered up and down every aisle in the store. Where the Hell had Parker gone? He was about to give up and head outside when he noticed a door at the back of the store. It was the emergency exit. He grinned and headed out the door, into a narrow alleyway to the other side of the block. Realizing just how much of a lead Parker would have, he tossed the scooter aside, and pressed the button on his duplicator, to become something that would be normal when running full speed.

In a jogger guise now, he ran for the end of the alley, watching for Parker the whole way.

He did not notice the weird disembodied shadow that the green flash illuminated on the wall behind him.

***

Stephen had been watching for the woman get off at any of the five bus stops that he had been at, keeping low to avoid being seen. There were people on the bus, so it was unlikely that Chameleon had changed identities there. So far, nothing. The bus had just started moving again, when his radio buzzed.

"You there?" it crackled.

"Go ahead," he answered.

"It was the kid, he's changed guises, he's a jogger now in a black tracksuit. We're on the street behind the supermarket."

"On my way," answered Stephen.  He leapt from the bus, caught a streetlight, and used it as a gymnast bar, swinging around, and releasing with perfect timing to land on a fast moving semi-trailer, heading back the way he came. Once again, Stephen was awed by the pure physical skill that his partner possessed, while still hoping that he himself wouldn't have it for long.

***

Chameleon stopped at the intersection, pretending to look tired, the way any jogger would. He had found no sign of Parker, and was about to give up when two blocks away, he spotted Cranston come out of an alleyway, brushing his hair back with his fingers.

Grinning evilly, Chameleon started running again.

He still did not notice the shadow leaping from corner to corner behind him.

Cranston turned left, into a small one-way street, just off the main road. Chameleon was seconds behind him, but when he got there, Cranston had vanished. Chameleon peeked in every window, searched for unlocked doors, but found nothing.

Confused and frustrated, Chameleon was about to backtrack to where he had first seen his target, when he saw Parker across the street. Confused by the sudden appearances and disappearances, he chased after Parker nonetheless.

He did not see the man in the ski mask leap across the street to another building far above.

***

It went that way for the next half-hour. Every time Chameleon lost track of one, he would notice the other. After the first three exchanges, he noticed the pattern, and tried to figure out what the men were up to. Trying to evade? If so, they were doing a terrible job. Trying to lead him? Very likely, but to what end? Leading him into a trap? That had to be it. The Shadow's agents were leading him to their master and his partner. _Well,_ he thought grimly. _They'll sure get a surprise then. _For just that morning, he had finally perfected his power copier. It worked seamlessly now.  It had cost him every last specially fabricated circuit he had, so he would not be able to create another one for years, but it worked.  He'd tested it out on the boy scooting by on his skateboard and the lithe, fast runner who'd come by his van, and each time felt his physical skills change noticeably.  Finally, he had what he'd always wanted:  A way to make a perfect copy.

And it was indeed perfect.  It would copy looks, it would copy voices, and it would copy powers, and he was going to enjoy using it against The Shadow and Spiderman.

Even so, being toyed with made him nervous.

Just when he was considering whether or not to take the shot now, the men reached their destination.

It was the airport. Parker and Cranston met at the perimeter and made their way around the fence.

Chameleon went to the observation deck, where a group of people gathered to watch the planes. Chameleon, however, wasn't watching the aircraft, he was watching two men who had slipped through a gap in the fences and were running to one of the private hangars.

Once he confirmed their destination, Chameleon left the platform, and hurried to break in the fence himself.

***

"Time to end this!" pronounced The Shadow.  He was still eschewing his hat and cloak, but had wrapped the red scarf around his face and neck and secured it tightly to conceal his identity as best he could.  He strapped on his shoulder holster and checked the magazines in his pistols, then holstered the guns and gave a "ready" glance to his partner.

Spiderman tossed Peter Parker's clothes aside and pulled on his mask, adjusted his gloves and web shooters, then gave a nod in response and dissolved into invisibility near the door.

The Shadow leaped to a useful position out of sight.

Minutes later, a maintenance worker walked in.

The Shadow, unseen by the newcomer on his perch, pointed to the man, then counted down from three on his fingers.

On zero, a fist came out of nowhere and pounded the man in the face, knocking him to the floor as Spiderman resolved into visibility. Spiderman was greatly relieved to see the duplicator under the overalls.

The Shadow dropped from the ceiling, grabbed Chameleon off the floor, and threw him into the far wall.

"You'll pay for that!" shouted Chameleon as he ripped the duplicator from his waist. "Because now, you won't even be able to see my hits coming." He cackled evilly, pointed his duplicator at The Shadow, and pressed the button.

There was a flash, but The Shadow felt nothing.

Chameleon grinned, replaced the duplicator at his waist, and pressed another button. There was a flash, but Chameleon kept his normal ghoulish pale form. "Now I have your powers, Shadow!" The chameleon noticeably concentrated, then opened his eyes. "Can you see me?" he mocked. 

"Yes," answered the masked men in the same mocking tone.

Chameleon's face fell, and he tried to work the controls on his duplicator again.

The Shadow leaped forward at an impossible speed and threw a punch with all the enhanced Spider speed he possessed.

Chameleon felt a buzzing at the base of his skull, and dodged on reflex.

Surprised at the man's speed, The Shadow tried again.

Once again, Chameleon dodged easily.

The Shadow was stunned, and so was the Chameleon.

The villain figured it out first. "You switched costumes to try and confuse me," he realized, then wagged a mocking finger at The Shadow.  "But you can't fool my duplicator, Spiderman!  I didn't get your partner's invisibility, but I got your Spider powers!"

Horrified, The Shadow threw a flurry of impossibly fast punches.

The Chameleon blocked and dodged them all on reflex, despite being backed against the wall.

The Shadow threw one final punch, and the Chameleon dodged by actually jumping up five feet, sticking to the wall behind him, still facing outward, and kicking The Shadow in the face so hard that he flew across the room.

The Chameleon's jaw dropped as he realized what had just happened, then he burst out laughing. "I LOVE IT!" he shouted.

The Shadow drew his automatics in a flash and started pumping lead toward the pale wall crawler.

The buzzing at the back of Chameleon's head went wild, and told him to move. Chameleon somersaulted off the wall, then leaped back, flipping and ducking, dodging every shot, without a conscious thought. He spun and ducked, leaped and flipped, at speeds too fast to comprehend, until finally, the bullets stopped coming.

Chameleon realized that he had dodged every bullet, and laughed again, engorged on the power in his limbs.

The Shadow snarled and leaped for Chameleon.

The pale man backflipped up the wall and stopped, facing the floor. "Catch me if you can!" he cackled to The Shadow.

The Shadow leaped up the wall after him, and a game of hyper-fast tag ensued over the walls and ceiling. The Chameleon used every tight turn around steel girders to gain speed, flipped back and forth across the hangar, using the whole building as a jungle gym, The Shadow inches behind him.

As he moved, the Chameleon realized the beauty of what he'd done:  The duplicator could copy ANY powers. He could have whichever ones he felt like. He was now effectively invincible. He laughed at the thought, when a hand caught his ankle and threw him to the floor.

Landing on his feet easily, The Chameleon berated himself for losing focus. He still had a fight to win. He was about to leap back up, when a swirl of darkness filled his vision, and a fist materialized out of nowhere to hammer his face.

Chameleon reeled and fell from the blow, looking up as Spiderman appeared, as if from nowhere, dark power practically radiating from beneath his eye lenses. Spiderman's gaze was like a physical drill in his head, and Chameleon started to feel heavy static buzzing in his mind.

Chameleon jumped away, heading for a parked baggage carrier, hoping that getting out of Spiderman's line of sight would break the effect.

It did not.  It was as if something had locked onto his brain, something that would not let go no matter what.

Fighting unconsciousness, Chameleon picked up the entire car-sized carrier and hurled it at Spiderman.

The static in his head stopped as Spiderman tried to dodge.

The Shadow appeared out of nowhere, and actually caught the carrier.  He reeled under the unwieldy weight, but he did indeed catch it.  He got his balance under him once more, then hurled the carrier back at Chameleon.

Chameleon leapt straight up, the carrier going right past him.

Chameleon landed, just as The Shadow pounced, snapping wild punches at Chameleon, who blocked and dodged almost all of them, returning just as many blows, finally catching the Shadow in a lucky uppercut and knocking him away, just as Spiderman appeared to take up the fight.

Spiderman threw strong but slow punches, his glare drilling into Chameleon's head simultaneously, slowing down the pale man's blows just enough for Spiderman to keep up. The Chameleon quickly reasserted his advantage, and threw Spiderman to the far side of the room with a savage kick to the stomach.

But even as he did, Chameleon had no time to recover, as The Shadow recovered and attacked again. The fighters punched and kicked with pure survival instinct, their world made up of blow and counter blow. Chameleon managed to get a grip around The Shadow's throat, and started to squeeze the life from him.

Fighting the darkness closing in on his consciousness, The Shadow desperately tried to loosen his enemy's grip, but his thrashing and fighting grew weaker and weaker.

Suddenly, a two-fisted blow came down on the back of Chameleon's head. His grip weakened, and the Shadow collapsed as Chameleon left him to attack Spiderman again.

The two men traded punches, but Spiderman was no match for the newly spider-empowered Chameleon.  Chameleon went for crippling blows trying to put him down permanently, then threw him against the wall and moved in to finish him off.

An unseen force slammed into him again, slowing his progress, as Spiderman seemed to be staring right at him.  It felt like he was walking into a full-force gale wind.  He struggled forward, determined to finish this off once and for all.

As the Chameleon passed The Shadow, the dark masked man played dead, waiting until the Chameleon was three feet away, two feet…

Close enough.

The Shadow leaped to his feet instantly and delivered the hardest punch he could into Chameleon's stomach, feeling glass break beneath his knuckles.

Chameleon wailed in horror at his broken duplicator as every illusion melted away, including his incredible spider powers.  He got to his feet, looking angrily at his broken duplicator.

Spiderman bounced to his feet as his body suddenly felt as springy as a new mattress, the silence in his head so sudden it was deafening.

The Shadow collapsed to the floor as a recoil projective headache slammed into the back of his eyes from inside his brain, then realized what that feeling meant and rejoiced in the power filling his mind.

The masked men looked at each other silently, then suddenly exploded into shouts of joy and victory.  Spiderman pulled his partner to his feet and they practically danced around the room, exchanging laughs and high-fives.

Then, they stopped, and slowly, calmly, turned as one to look at Chameleon, slumped weakly on the floor.

Chameleon was completely unnerved by the way they were staring at him, and started to edge away.

The masked men followed him, closing in, closer and closer.

Chameleon screamed, but the sound was drowned out by the sudden mocking laugh.

Chapter 11

"Where did you find him?" Kingpin asked.

"On the back of the building, glued to the wall by webbing," Right Arm answered.  "The man looks like he's been through a war."

Kingpin sighed. It was the next morning, in Kingpin's tower, on one of the lower levels, which Kingpin rarely went to. On this level were a large hospital and a morgue.  Both were often used, as the inhabitants of the tower sometimes needed medical attention, or a post mortem. Often both.

Kingpin entered one of the rooms, and there, bruised and bloodied in the bed, was Chameleon.

"They were waiting for me! The Shadow and Spiderman--they were waiting for me!" the pale-faced man growled. "And they took my duplicator!"

"My condolences," Kingpin said mockingly. "Too bad they didn't kill you."

Kingpin and Right Arm laughed.

Chameleon's eyes widened.

"Don't you understand?" Kingpin mocked. "I know about your takeover plans. I gave you this mission because I was hoping they would kill you. Oh well, I guess I have to do it myself, because not only are you traitorous, you're incompetent too. You should know how you kill someone. Let me demonstrate. THIS is how you kill someone."

He held out a hand, and Right Arm immediately put a gun in it.

Kingpin instantly pointed it at Chameleon and pulled the trigger.

The bullet hit Chameleon in the chest, and he slumped in the bed.

Kingpin didn't flinch as he turned to Right Arm. "Have him taken to the city morgue.  I want that body removed."

Right Arm gave a knowing nod.  "Yes, sir."

***

"Wow, what a view."

That proclamation came from Peter Parker as he hung from the Sanctum's ceiling, looking around the room from his favorite vantage point.  He'd been springing from wall to wall, balancing occasionally on a single fingertip as he somersaulted across the room, rejoicing in the feeling of his own powers inside his own body.

Stephen reclined on the chaise lounge, cognac in one hand, cigar in the other, enjoying similar sensations inside his own mind.  "**_I'll say._**"

Peter smiled.  "Good to hear you thinking aloud again."

Stephen laughed.  "**_I may not actually speak for a month._**"

"Yeah, I know what you mean.  I want to dive off the highest buildings and catch webs and swing from one end of Manhattan to the other.  It feels so good to feel comfortable in my own skin again."  He looked over at his partner.  "Hey…I know I've been a real pain for the past couple of days…"

"**_Forget it,_**" Stephen interrupted.  "**_Besides, I wasn't much better.  Let's chalk it up to a learning experience._**"

"You got that right.  I think we both learned a lot about each other."

"**_And about ourselves._**"

Silence filled the underground office.

"Penny for your thoughts," Peter finally said.

"**_Aren't you glad you actually have to ask me that?_**" Stephen replied, a knowing smile.

"You know it."  He returned Stephen's knowing smile.  "But I'll bet you don't."

"**_Not if I don't want to._**"  He took a long draw off his cigar.  "**_Did you notice that the harder you pushed your thoughts, the less noisy things got?_**"

Peter looked thoughtful.  "Come to think of it, you're right.  When I was fighting Chameleon, it was blessedly silent inside my head."

"**_That's why I make the distinction between can't and don't.  I can read minds, but there are almost always much better things to focus my efforts on.  I have a lot stronger protective walls than you did.  I not only have to open a hole in those very thick barriers to hear thoughts, I actually have to change the natural direction of my psychic energies in order to let thoughts in.  That's a lot of extra effort, effort I usually need for other more pressing activities._**"

"Yeah, I think I finally understand that now."  He flipped to another wall and shifted to a comfortable relaxed position on it.  "So, what am I thinking now?"

"**_That you're hoping we actually did get rid of Chameleon, but you have a nagging suspicion we didn't._**"

Peter frowned.  "Yeah, I've been down this road before.  Good thing your new man inside Kingpin's organization finally got around to letting us know who set Chameleon on his little crusade against us."

"**_I don't blame him.  After all, no one is supposed to know how connected Stephen and Peter are to The Shadow and Spiderman._**"

Peter nodded his agreement.  "Well, you know how much I rejoice in my title of 'Mr. Positive', but I'm afraid that I am far too cynical to really believe that we got him for good this time."

Stephen had no real answer for that, so he put his cigar in the ashtray and began to examine their main prize from the fight--an oval shaped piece of metal and glass. It appeared in his hand like a magician's coin, and Stephen began studying it carefully.

Peter's eyes widened. "Is that what I think it is?'

Stephen nodded.

Peter thought about the possibilities this presented. "Does it work?"

Stephen shook his head. **_"We busted it up pretty bad.  Everything's fried.  And this kind of circuitry is way out of my league. But maybe.. someday."_**

Peter thought silently for a moment. "Well, it may come in handy someday, but I think I prefer my own brand of incredible powers."

Stephen nodded his agreement.

Further discussion was cut off when Stephen's ring flashed.  He set his cognac aside and crossed the room to the communication console.  He flicked a switch and dropped into his swivel chair to face the viewscreen.  "Report," he said aloud.

Burbank's face came into focus.  "Agent in Fisk Towers reports Chameleon has been eliminated."

"Is he sure?"

"Agent says he personally handed Fisk the pistol and watched him pull the trigger. Execution style shot to the chest.  Shall I send a response?"

"Pass along my thanks for a job well done."

"Understood."  The screen went blank.

Stephen looked up at Peter, who was now on the ceiling directly above the console.

Peter shook his head.  "I still wouldn't believe it unless I did the autopsy myself."

"**_I can arrange that, you know._**"

"I know."  Peter sighed.  "I think I'd rather indulge in the fantasy that maybe this time he'll stay dead.  Meantime…"

"**_Meantime, we are supposedly off on an extended overseas assignment for the Classic.  They'll be expecting a story from us soon._**"

"So maybe we'd better dust off our passports and get on a plane?"

Stephen gave him a wry smile.  "**_You read my mind._**"

Both men burst out laughing.  But Peter still looked uncertain.

**_"Let it go!"_** advised Stephen. **_"He's dead, you heard it there in one syllable words, its over! We won!"_**

"He's been dead before," Peter answered.

**_"Peter, not even Chameleon can survive getting shot in the chest."_**

****

"He could fake it, you know.  The man can fake anything."

"**_He could fake it, but somehow I doubt that either Kingpin or my agent--Right Arm--would let him replace the bullets in that gun."_**

Peter nodded, calmer now. "That's true, this time he couldn't create an illusion." Suddenly, Peter grinned. "Your new man's name is Right Arm?"

Stephen laughed. **_"That's the only name he'll go by when he's in that tower. Doesn't bother me."_**

"Me either," declared Peter, pulling an atlas from the Sanctum's shelves. "So, after India, which is better? Jakarta or Geneva?"

Epilogue

The guard yawned and left his post for a cup of coffee. He didn't worry about it too much. Who needed to guard a bunch of corpses anyway? A bag on a table and a dozen freezers. Huge security risk. He was supposed to spend all night staring at a room full of cadavers? He could at least get himself a cup of coffee. It wasn't like they were going to get up and attack. 

But as he left, the body bag began to move.

If anyone was in the room, they would have seen the terrifying phenomenon of a bagged corpse suddenly sitting upright, still in its bag. They would have heard it gasp for air. They even would have seen it punch and tear at its restraints.

Slowly, jerkily, torn from the inside, the zipper on the bag began to move. Slowly, jerkily, it opened just a few inches. Just wide enough, for a ghoulish white hand, pale as death itself, to reach to the other side of the plastic barrier. The bony white claw pulled the zipper down, and exposed to the world of the living, the skeletal face of the Chameleon leered and growled, still gathering air into his lungs.

The bruises and cuts still fresh, Chameleon shrugged himself free of the bag, exhausted and bleeding, he still chuckled at the fates. The bitter humor was immediately followed by a vindictive rage. Kingpin was just added to his hit list.

With a slight groan, Chameleon pulled open his bullet-torn shirt, and removed a metal chest plate which was sewn into his undershirt. He looked with a slight chuckle at the mangled bullet lodged there, and reached down.

He pulled the rubber sole off the heel of his boot. He tore a long strip of cloth from his trouser leg. He reached painfully around his side, and slid a small pouch of cloth from his shirt. Tearing the cloth pouches open, he removed the hidden circuitry, and fit them into the oval holder from his shoe. Clicking the final pieces into place, he crept into a dark corner, and watched the door.

The tired guard returned to his post, and slouched against the door frame, muttering to himself.

A green flash made him wince. "What the hell?" he muttered to himself, as he turned.

The white skeletal monster stalked slowly out of the dark corner.

The guard gasped and began to cross himself as he drew his gun. _It's the Grim Reaper!_ he thought in panic, just as the pale figure flashed again.

When the green flash cleared from his eyes, he saw something far more disturbing.

He saw himself.

"Sorry, buddy," he heard his voice say. "I needed a disguise and you picked the short straw. It's nothing personal."

The guard just gaped as his twin reached forward and grabbed the gun from his hand.

The sound of the gunshot did not echo far enough to reach anyone's ears.

***

Fifteen minutes later a pair of men in black clothes came to the morgue. The guard was inside, adjusting the zipper on the body bag.

"Something of interest in there?" asked one of the men.

The guard threw them a look and smiled. "Just making sure the thing's done up right. I was starting to smell something."

The men laughed and headed over to the sealed bag. "I assume that's the poor fool we have to disappear?"

"That's him. Let me give you a hand, he's a bit heavy."

The men did not think to ask how the guard knew that.

***

"O.K., you're all set to go."

The guard slammed the trunk of the car shut, and the two men got into the seats. "Thanks for your help."

The car pulled away, but the guard did not return to the building. He instead headed right past it, and entered the nearest side street. The guard glanced around with suspicious eyes, and reached under his shirt.

There was a green flash, and moments later, a woman in an overcoat headed into the main street. An evil, vindictive leer crossed her face as she entered the subway.

"Someday...," she whispered, getting onto a train.  "Someday I'll be back."

The End.


End file.

Shadow, Adventure